STANLEY BLACK & DECKER, INC. (Form: 10-Q, Received: 05/02/2012 14:22:57)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

LOGO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012.

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission File Number 001-05224

STANLEY BLACK & DECKER, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


CONNECTICUT		06-0548860
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)		(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
		\\nbc-prd-hypfs-01\K

1000 STANLEY DRIVE NEW BRITAIN, CONNECTICUT		06053
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)		(ZIP CODE)

(860) 225-5111

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

170,891,595 shares of the registrant’s common stock were outstanding as of April 19, 2012

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION			3
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS			3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			28
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			36
ITEM 4. CONTROLS AND PROCEDURES			36
PART II — OTHER INFORMATION			38
ITEM 1A. RISK FACTORS			38
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			38
ITEM 6. EXHIBITS			39
SIGNATURE			40

PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

THREE MONTHS ENDED MARCH 31, 2012 AND APRIL 2, 2011

(Unaudited, Millions of Dollars, Except Per Share Amounts)


	Year-to-Date
	2012			2011
Net Sales	$	2,652.9		$	2,361.5
Costs and Expenses
Cost of sales	$	1,666.9		$	1,484.1
Selling, general and administrative		676.6			599.0
Provision for doubtful accounts		2.4			2.7
Other-net		80.7			52.5
Restructuring charges		37.4			13.3
Interest income		(2.7	)		(5.1	)
Interest expense		33.9			34.7

	$	2,495.2		$	2,181.2
Earnings from continuing operations before income taxes		157.7			180.3
Income taxes on continuing operations		36.6			23.2

Earnings from continuing operations	$	121.1		$	157.1
Less: Net loss attributable to non-controlling interests		(0.7	)		(0.3	)

Net earnings from continuing operations attributable to common shareowners		121.8			157.4

Earnings from discontinued operations before income taxes		—			1.2
Income tax benefit on discontinued operations		—			(0.1	)

Net earnings from discontinued operations	$	—		$	1.3

Net Earnings Attributable to Common Shareowners	$	121.8		$	158.7

Total Comprehensive Income Attributable to Common Shareowners	$	198.7		$	308.3

Basic earnings per share of common stock:
Continuing operations	$	0.74		$	0.94
Discontinued operations		—			0.01

Total basic earnings per share of common stock	$	0.74		$	0.95

Diluted earnings per share of common stock:
Continuing operations	$	0.72		$	0.92
Discontinued operations		—			0.01

Total diluted earnings per share of common stock	$	0.72		$	0.92

Dividends per shares of common stock	$	0.41		$	0.41

Weighted Average Shares Outstanding (in thousands):
Basic		164,530			167,259

Diluted		168,948			171,945

See notes to condensed consolidated financial statements.

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

MARCH 31, 2012 AND DECEMBER 31, 2011

(Unaudited, Millions of Dollars, Except Per Share Amounts)


	March 31, 2012			December 31, 2011
ASSETS
Current Assets
Cash and cash equivalents	$	883.6		$	906.9
Accounts and notes receivable, net		1,725.8			1,553.2
Inventories, net		1,589.7			1,438.6
Other current assets		404.2			424.0

Total Current Assets		4,603.3			4,322.7
Property, Plant and Equipment, net		1,268.2			1,250.9
Goodwill		7,065.2			6,920.1
Intangibles, net		3,112.8			3,117.0
Other Assets		300.8			338.3

Total Assets	$	16,350.3		$	15,949.0

Liabilities and Shareowners’ Equity
Current Liabilities
Short-term borrowings	$	197.0		$	0.2
Current maturities of long-term debt		536.7			526.4
Accounts payable		1,417.5			1,312.6
Accrued expenses		1,285.9			1,429.3

Total Current Liabilities		3,437.1			3,268.5
Long-Term Debt		2,905.7			2,925.8
Deferred Taxes		951.8			905.0
Post-retirement Benefits		721.1			724.1
Other Liabilities		1,073.0			1,058.8
Commitments and Contingencies (Notes Q)		—			—
Shareowners’ Equity
Stanley Black & Decker, Inc. Shareowners’ Equity
Preferred stock, without par value:
Authorized and unissued 10,000,000 shares		—			—
Common stock, par value $2.50 per share:
Authorized 300,000,000 shares in 2012 and 2011
Issued 176,091,572 shares in 2012 and 2011		440.7			440.7
Retained earnings		2,762.2			2,707.3
Additional paid in capital		4,579.0			4,581.3
Accumulated other comprehensive loss		(272.3	)		(349.2	)
ESOP		(67.1	)		(68.5	)

		7,442.5			7,311.6
Less: cost of common stock in treasury		(239.4	)		(308.0	)

Stanley Black & Decker, Inc. Shareowners’ Equity		7,203.1			7,003.6
Non-controlling interests		58.5			63.2

Total Shareowners’ Equity		7,261.6			7,066.8

Total Liabilities and Shareowners’ Equity	$	16,350.3		$	15,949.0

See notes to condensed consolidated financial statements.

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2012 AND APRIL 2, 2011

(Unaudited, Millions of Dollars)


	Year-to-Date
	2012			2011
OPERATING ACTIVITIES
Net earnings attributable to common shareowners	$	121.8		$	158.7
Less: net earnings from discontinued operations		—			(1.3	)
Add: net loss attributable to non-controlling interests		(0.7	)		(0.3	)

Net earnings from continuing operations		121.1			157.1
Adjustments to reconcile net earnings to cash (used in) provided by operating activities:
Depreciation and amortization of property, plant and equipment		63.2			61.3
Amortization of intangibles		52.6			42.6
Changes in working capital		(152.2	)		(40.4	)
Changes in other assets and liabilities		(117.0	)		(100.3	)

Cash (used in) provided by operating activities		(32.3	)		120.3
INVESTING ACTIVITIES
Capital expenditures		(61.5	)		(70.1	)
Business acquisitions, net of cash acquired		(114.7	)		(68.3	)
Proceeds from sale of assets		1.9			23.8
Proceeds (payments) on net investment hedge settlements		2.0			(22.7	)

Cash used in investing activities		(172.3	)		(137.3	)
FINANCING ACTIVITIES
Payments on long-term debt		(0.3	)		(0.5	)
Stock purchase contract fees		(0.8	)		(0.8	)
Net short-term borrowings		196.8			141.4
Cash dividends on common stock		(69.9	)		(68.6	)
Termination of interest rate swaps		35.8			—
Termination of forward starting interest rate swap		(56.4	)		—
Proceeds from the issuance of common stock		64.6			55.4
Purchase of common stock for treasury		(10.9	)		(0.7	)

Cash provided by financing activities		158.9			126.2
Effect of exchange rate changes on cash and cash equivalents		22.4			28.8

Change in cash and cash equivalents		(23.3	)		138.0

Cash and cash equivalents, beginning of period		906.9			1,742.8

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	883.6		$	1,880.8

See notes to condensed consolidated financial statements.

STANLEY BLACK & DECKER, INC. AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

A.	Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (hereinafter referred to as “generally accepted accounting principles”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations for the interim periods have been included and are of a normal, recurring nature. Operating results for the three months ended March 31, 2012, are not necessarily indicative of the results that may be expected for a full fiscal year. For further information, refer to the consolidated financial statements and footnotes included in Stanley Black & Decker, Inc.’s (the “Company”) Form 10-K for the year ended December 31, 2011.

The Company sold three small businesses during 2011 for total cash proceeds of $27.1 million. The largest of these businesses was part of the Company’s Industrial segment, with the other two businesses being part of the Company’s Security segment. The operating results of these three businesses have been reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income for 2011.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from these estimates.

B.	New Accounting Standards

In December 2011 the Financial Accounting Standards Board issued guidance enhancing disclosure requirements on the nature of an entity’s right to offset and related arrangements associated with its financial and derivative instruments. The new guidance requires the disclosure of the gross amounts subject to rights of set-off, amounts offset in accordance with the accounting standards followed, and the related net exposure. The new disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013 and interim periods therein. Other than requiring additional disclosures, the Company does not expect a material impact on its consolidated financial statements upon adoption.

In the first quarter of 2012, the Company adopted ASU 2011-05, “Comprehensive Income (Topic 220),” which revised the manner in which the Company presents comprehensive income in the financial statements. The new guidance requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The ASU did not change the items that must be reported in other comprehensive income.

C.	Earnings Per Share

The following table reconciles net earnings attributable to common shareowners and the weighted-average shares outstanding used to calculate basic and diluted earnings per share for the three months ended March 31, 2012 and April 2, 2011:


	2012		2011
Numerator (in millions):
Net earnings from continuing operations attributable to common shareowners	$	121.8	$	157.4
Net earnings from discontinued operations		—		1.3

Net earnings attributable to common shareowners	$	121.8	$	158.7
Less earnings attributable to participating restricted stock units (“RSU’s”) (a)		—		0.4

Net Earnings — basic	$	121.8	$	158.3
Net Earnings — dilutive	$	121.8	$	158.7

(a)	Due to the delivery of a significant portion of the outstanding participating RSU’s in 2011, the earnings attributable to any remaining participating RSU’s in 2012 is deemed de minimus.


	2012		2011
Denominator (in thousands):
Basic earnings per share — weighted-average shares		164,530		167,259
Dilutive effect of stock options, awards and convertible preferred units and notes		4,418		4,686

Diluted earnings per share — weighted-average shares		168,948		171,945

Earnings per share of common stock:
Basic earnings per share of common stock:
Continuing operations	$	0.74	$	0.94
Discontinued operations		—		0.01

Total basic earnings per share of common stock	$	0.74	$	0.95

Diluted earnings per share of common stock:
Continuing operations	$	0.72	$	0.92
Discontinued operations		—		0.01

Total dilutive earnings per share of common stock	$	0.72	$	0.92

The following weighted-average stock options and warrants were outstanding during the three months ended March 31, 2012 and April 2, 2011, respectively, but were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive (in thousands):


	2012		2011
Number of stock options		1,686		1,512
Number of stock warrants		4,939		4,939

The Company has warrants outstanding, which entitle the holder to purchase up to 4,938,624 shares of its common stock with a strike price of $86.50. These warrants are anti-dilutive, as the strike price is greater than the market price of the Company’s common stock.

D.	Financing Receivables

Long-term trade financing receivables of $137.0 million and $131.2 million at March 31, 2012 and December 31, 2011, respectively, are reported within other assets in the Condensed Consolidated Balance Sheets. Financing receivables and long-term financing receivables are predominately related to certain security equipment leases with commercial businesses. Generally, the Company retains legal title to any equipment leases and bears the right to repossess such equipment in an event of default. All financing receivables are interest bearing and the Company has not classified any financing receivables as held-for-sale. Interest income earned from financing receivables that are not delinquent is recorded on the effective interest method. The Company considers any financing receivable that has not been collected within 90 days of original billing date as past-due or delinquent. Additionally, the Company considers the credit quality of all past-due or delinquent financing receivables as nonperforming.

The Company has an accounts receivable sale program that expires on December 11, 2014. According to the terms of that program the Company is required to sell certain of its trade accounts receivables at fair value to a wholly owned, consolidated, bankruptcy-remote special purpose subsidiary (“BRS”). The BRS, in turn, must sell such receivables to a third-party financial institution (“Purchaser”) for cash and a deferred purchase price receivable. The Purchaser’s maximum cash investment in the receivables at any time is $100.0 million. The purpose of the program is to provide liquidity to the Company. The Company accounts for these transfers as sales under ASC 860 “Transfers and Servicing”. Receivables are derecognized from the Company’s Consolidated Balance Sheets when the BRS sells those receivables to the Purchaser. The Company has no retained interests in the transferred receivables, other than collection and administrative responsibilities and its right to the deferred purchase price receivable. At March 31, 2012, the Company did not record a servicing asset or liability related to its retained responsibility, based on its assessment of the servicing fee, market values for similar transactions and its cost of servicing the receivables sold.

As of March 31, 2012 and December 31, 2011, $60.5 million and $92.1 million, respectively, of net receivables were derecognized. Gross receivables sold amounted to $257.1 million ($228.3 million, net) and $124.1 million ($112.5 million, net) for the three months ended March 31, 2012 and April 2, 2011, respectively. These sales resulted in a pre-tax loss of $0.6 million and $0.3 million for the three months ended March 31, 2012 and April 2, 2011, respectively. Proceeds from transfers of receivables to the Purchaser totaled $197.4 million and $107.1 million for the three months ended March 31, 2012 and April 2, 2011, respectively. Collections of

previously sold receivables, including deferred purchase price receivables, and all fees, which are settled one month in arrears, resulted in payments to the Purchaser of $229.0 million and $108.5 million for the three months ended March 31, 2012 and April 2, 2011, respectively. Servicing fees amounted to less than $0.1 million for the three months ended March 31, 2012 and April 2, 2011.

The Company’s risk of loss following the sale of the receivables is limited to the deferred purchase price receivable, which were $83.0 million at March 31, 2012 and $17.6 million at December 31, 2011. The deferred purchase price receivable will be repaid in cash as receivables are collected, generally within 30 days, and as such the carrying value of the receivable recorded approximates fair value. Delinquencies and credit losses on receivables sold were less than $0.1 million for the three months ended March 31, 2012 and April 2, 2011. Cash inflows related to the deferred purchase price receivable totaled $63.5 million for the three months ended March 31, 2012 and $33.2 million for the three months ended April 2, 2011. All cash flows under the program are reported as a component of changes in accounts receivable within operating activities in the Condensed Consolidated Statements of Cash Flows since all the cash from the Purchaser is either received upon the initial sale of the receivable; or from the ultimate collection of the underlying receivables and the underlying receivables are not subject to significant risks, other than credit risk, given their short-term nature.

E.	Inventories

The components of inventories, net at March 31, 2012 and December 31, 2011 are as follows (in millions):


	2012		2011
Finished products	$	1,140.3	$	1,043.1
Work in process		158.2		147.7
Raw materials		291.2		247.8

Total	$	1,589.7	$	1,438.6

F.	Acquisitions

2012 ACQUISITIONS

During the first three months of 2012, the Company completed two acquisitions for a total purchase price of $114.7 million, net of cash acquired. Both acquisitions are part of the Company’s Industrial Segment. The largest of these acquisitions was Lista North America (“Lista”), which was purchased for $90.3 million, net of cash acquired. Lista’s storage and workbench solutions complement the Industrial & Automotive Repair division’s tool, storage, RFID, and specialty supply product and service offerings. The total purchase price for the acquisitions was allocated to the assets acquired and liabilities assumed based on their estimated fair values. The purchase accounting for these recent acquisitions is preliminary, principally with respect to finalization of intangible asset valuation and certain other minor items.

2011 ACQUISITIONS

NISCAYAH

On September 9, 2011 the Company established a controlling ownership interest of 95% in Niscayah. This was accomplished as part of an existing tender offer to purchase all Niscayah outstanding shares at a price of 18 SEK per share, whereby the Company increased its ownership interest from 5.8% of the outstanding shares of Niscayah at July 2, 2011 to 95% of the outstanding shares at September 9, 2011. Over the remainder of 2011, the Company purchased additional outstanding shares of Niscayah, bringing the Company’s total ownership interest in Niscayah to 99% at December 31, 2011. During the first quarter of 2012 the Company did not repurchase any additional outstanding shares. The remaining outstanding shares will be purchased over the next three months for approximately $10.5 million at a price of 18 SEK per share plus interest at 2% per annum over the Stockholm Interbank Offered Rate. The total purchase price paid for Niscayah as of March 31, 2012 is $984.5 million.

The Niscayah acquisition has been accounted for using the acquisition method of accounting which requires, among other things, the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The following table summarizes the estimated fair values of major assets acquired and liabilities assumed:


(Millions of Dollars)
Cash and cash equivalents		21.1
Accounts and notes receivable, net		185.6
Inventories, net		70.5
Prepaid expenses and other current assets		45.3
Property, plant and equipment		46.3
Trade names		10.0
Customer relationships		400.0
Other assets		47.8
Short-term borrowings		(202.9	)
Accounts payable		(55.8	)
Deferred taxes		(147.7	)
Other liabilities		(204.2	)
Non-controlling interests		(11.6	)

Total identifiable net assets		204.4
Goodwill		780.1

Total consideration transferred	$	984.5

Niscayah is one of the largest access control and surveillance solutions providers in Europe. Niscayah’s integrated security solutions include video surveillance, access control, intrusion alarms and fire alarm systems, and its offerings include design and installation services, maintenance and repair, and monitoring systems. The acquisition expands and complements the Company’s existing security product offerings and further diversifies the Company’s operations and international presence.

The weighted average useful life assigned to the trade names was 5 years and to customer relationships was 12 years.

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the expected cost synergies of the combined business, assembled workforce, and the going concern nature of Niscayah.

The purchase price allocation for Niscayah is preliminary in certain respects. During the measurement period the Company expects to record adjustments relating to the finalization of intangible, inventory and property, plant and equipment valuations, for various opening balance sheet contingencies and for various income tax matters, amongst others. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The Company’s judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results from operations. The Company will finalize the Niscayah purchase accounting for the various open items as soon as reasonably possible during the measurement period. The finalization of the Company’s purchase accounting assessment will result in changes in the valuation of assets and liabilities acquired which the Company does not expect to be material.

OTHER 2011 ACQUISITIONS

During 2011, the Company completed nine other acquisitions for a total purchase price of $216.2 million, net of cash acquired. The purchase price allocations for these acquisitions are substantially complete, pending the finalization of intangible asset valuations. There were no significant changes to the purchase price allocations made during the first three months of 2012.

ACTUAL AND PRO-FORMA IMPACT FROM ACQUISITIONS

Actual Impact from Acquisitions

The Company’s Consolidated Statements of Operations and Comprehensive Income for the first quarter of 2012 include $19.2 million in net sales and $0.7 million in net income from 2012 acquisitions.

Pro-forma Impact from Acquisitions

The following table presents supplemental pro-forma information as if the acquisition of Niscayah and other 2012 and 2011 acquisitions had occurred on January 2, 2011 for the three months ended March 2, 2011. This pro-forma information includes merger and acquisition-related charges for the period. The pro-forma consolidated results are not necessarily indicative of what the Company’s consolidated net earnings would have been had the Company completed these acquisitions on January 2, 2011.


(Millions of Dollars, except per share amounts)	2011
Net sales		2,622.7
Net earnings attributable to common shareowners		162.8
Diluted earnings per share-continuing operations		0.94

2012 pro-forma data is not provided, as the results of 2012 acquisitions are included in a substantial portion of the Company’s first quarter results.

The 2011 pro-forma results were calculated by combining the results of Stanley Black & Decker with Niscayah’s stand-alone results from January 2, 2011 through April 2, 2011. The pre-acquisition results of the other 2011 acquisitions were also combined for their respective pre-acquisition periods. The following adjustments were made to account for certain costs which would have been incurred during this pre-acquisition period:

•

Elimination of the historical pre-acquisition intangible asset amortization expense and the addition of intangible asset amortization expense related to intangibles valued as part of the purchase price allocation that would have been incurred from January 2, 2011 to the acquisition dates.

•

Additional expense for the inventory step-up which would have been amortized as the corresponding inventory was sold.

•

Reduced revenue for fair value adjustments made to deferred revenue for Niscayah.

•

The modifications above were adjusted for the applicable tax impact.

G.	Goodwill

Changes in the carrying amount of goodwill by segment are as follows (in millions):


(Millions of Dollars)	CDIY		Industrial		Security		Total
Balance December 31, 2011	$	3,004.2	$	1,291.4	$	2,624.5	$	6,920.1
Addition from acquisitions		—		60.2		20.7		80.9
Foreign currency translation		37.6		5.0		21.6		64.2

Balance March 31, 2012	$	3,041.8	$	1,356.6	$	2,666.8	$	7,065.2

H.	Long-Term Debt and Financing Arrangements

Long-term debt and financing arrangements at March 31, 2012 and December 31, 2011 follow:


	Interest Rate	2012			2011
Notes payable due 2012	4.90%		203.0			204.2
Convertible notes payable due in 2012	3 month LIBOR less 3.50%		318.9			316.1
Notes payable due 2013	6.15%		258.4			259.2
Notes payable due 2014	4.75%		313.3			312.7
Notes payable due 2014	8.95%		384.6			388.7
Notes payable due 2016	5.75%		332.0			330.5
Notes payable due in 2018 (junior subordinated)	4.25%		632.5			632.5
Notes payable due 2021	3.40%		399.6			402.9
Notes payable due 2028	7.05%		163.2			167.5
Notes payable due 2040	5.20%		399.7			399.7
Other, payable in varying amounts through 2021	0.00% – 7.14%		37.2			38.2

Total long-term debt, including current maturities		$	3,442.4		$	3,452.2
Less: Current maturities of long-term debt			(536.7	)		(526.4	)

Long-term debt		$	2,905.7		$	2,925.8

In January 2012, the Company terminated its fixed-to-floating interest rate swaps on its $200.0 million notes payable due in 2012 and $250.0 million notes payable due in 2013. The Company previously had fixed-to-floating rate swaps on these notes that were terminated in December 2008. The $3.0 million adjustment to the carrying value of the $200.0 million 2012 notes at March 31, 2012 pertains to the unamortized gain on both terminated swaps. At March 31, 2012, the carrying value of the $250.0 million notes payable due 2013 includes $8.5 million pertaining to the unamortized gain on the terminated swaps offset by $0.1 million unamortized discount on the notes.

In January 2012, the Company terminated its fixed-to-floating interest rate swap on its $300.0 million notes payable due in 2014. At March 31, 2012, the carrying value of the $300.0 million notes payable due 2014 includes $5.2 million pertaining to the unamortized gain on the terminated swap as well as $8.1 million associated with fair value adjustments made in purchase accounting.

In January 2012, the Company terminated its fixed-to-floating interest rate swap on its $300.0 million notes payable due in 2016. At March 31, 2012, the carrying value of the $300.0 million note payable includes $13.0 million pertaining to the unamortized gain on the terminated swap as well as $19.0 million associated with fair value adjustments made in purchase accounting.

In January 2012, the Company entered into an additional $200.0 million fixed-to-floating interest rate swap. The Company previously entered into a $200.0 million fixed-to-floating interest rate swap on its $400.0 million notes payable due in 2021. At March 31, 2012, the carrying value of the $400.0 million notes payable due in 2021 includes $0.4 million unamortized discount on the notes.

In January 2012, the Company entered into a fixed-to-floating interest rate swap on its $150.0 million notes payable due in 2028. At March 31, 2012, the carrying value of the $150.0 million notes payable due in 2028 includes $4.2 million pertaining to the fair value adjustment of the swaps as well as $17.4 million associated with fair value adjustments made in purchase accounting.

Unamortized gains and fair value adjustments associated with interest rate swaps and the impact of those swaps terminated this quarter are more fully discussed in Note I, Derivative Financial Instruments.

The Company is obligated to repay the principal amount of the $320.0 million of Convertible Notes due May 17, 2012 in cash at maturity. The Company may elect to settle the conversion option value, if any, at maturity in cash or shares. As of March 31, 2012, the conversion rate on the Convertibles Notes due 2012 was 15.6666 (equivalent to a conversion price set at $63.83 per common share). Additionally, the Company has a Bond Hedge and Stock Warrants associated with the $320.0 million of Convertible Notes. Because the Bond Hedge is anti-dilutive, it will not be included in any diluted shares outstanding computation prior to its maturity. However, at maturity of the Convertible Notes and the Bond Hedge in May 2012, the aggregate effect of these instruments is that there will be no net increase in the Company’s common shares. The 4.9 million of outstanding Stock Warrants that were issued contemporaneously with the $320.0 million of Convertible Notes have a strike price of $85.82 (as adjusted for standard anti-dilution provisions), and are exercisable during the period August 17, 2012 through September 28, 2012. The Stock Warrants will be net share settled and are deemed to automatically be exercised at their expiration date if they are “in the money” and were not previously exercised. With respect to the impact on the Company, the Convertible Notes, Bond Hedge and Stock Warrants, when taken together, result in the economic equivalent of having the conversion price on the Convertible Notes at $85.82 (represented by the Stock Warrant strike price as of March 31, 2012). Refer to Note H, Long-Term Debt and Financing Arrangements, of the Company’s Form 10-K for the year ended December 31, 2011 for further discussion.

At March 31, 2012, the Company had $196.9 million of borrowings outstanding against the Company’s $2.0 billion commercial paper program. At December 31, 2011, the Company had no commercial paper borrowings outstanding.

I.	Derivative Financial Instruments

The Company is exposed to market risk from changes in foreign currency exchange rates, interest rates, stock prices and commodity prices. As part of the Company’s risk management program, a variety of financial instruments such as interest rate swaps, currency swaps, purchased currency options and foreign exchange contracts, are used to mitigate interest rate exposure and foreign currency exposure.

Financial instruments are not utilized for speculative purposes. If the Company elects to do so and if the instrument meets the criteria specified in Accounting Standards Codification (“ASC”) 815, management designates its derivative instruments as cash flow hedges, fair value hedges or net investment hedges. Generally, commodity price exposures are not hedged with derivative financial instruments and instead are actively managed through customer pricing initiatives, procurement-driven cost reduction initiatives and other productivity improvement projects.

A summary of the fair value of the Company’s derivatives recorded in the Consolidated Balance Sheets at March 31, 2012 and December 31, 2011 are as follows (in millions):


	Balance Sheet Classification	2012		2011		Balance Sheet Classification	2012		2011
Derivatives designated as hedging instruments:
Interest Rate Contracts Cash Flow	Other current assets	$	—	$	—	Accrued expenses	$	33.4	$	86.9
Interest Rate Contracts Fair Value	Other current assets		9.8		21.7	Accrued expenses		1.1		5.2
	LT other assets		—		15.2	LT other liabilities		8.5		—
Foreign Exchange Contracts Cash Flow	Other current assets		2.5		5.3	Accrued expenses		2.6		1.4
	LT other assets		0.3		—	LT other liabilities		0.6		0.8
Net Investment Hedge	Other current assets		4.8		27.7	Accrued expenses		10.9		—

		$	17.4	$	69.9		$	57.1	$	94.3

Derivatives not designated as hedging instruments:
Foreign Exchange Contracts	Other current assets	$	37.8	$	48.1	Accrued expenses	$	38.0	$	63.4
	LT other assets		3.5		24.5	LT other liabilities		17.9		24.0

		$	41.3	$	72.6		$	55.9	$	87.4

The counterparties to all of the above mentioned financial instruments are major international financial institutions. The Company is exposed to credit risk for net exchanges under these agreements, but not for the notional amounts. The credit risk is limited to the asset amounts noted above. The Company limits its exposure and concentration of risk by contracting with diverse financial institutions and does not anticipate non-performance by any of its counterparties. Further, as more fully discussed in Note L, Fair Value Measurements, the Company considers non-performance risk of its counterparties at each reporting period and adjusts the carrying value of these assets accordingly. The risk of default is considered remote.

During the first three months of 2012 and 2011, significant cash flows related to derivatives including those that are separately discussed in Cash Flow Hedges, Fair Value Hedges and Net Investment Hedges below resulted in net cash paid of $35.6 million and $22.7 million, respectively.

CASH FLOW HEDGES

There was an $81.9 million after-tax loss and a $75.9 million after-tax loss as of March 31, 2012 and December 31, 2011, respectively, reported for cash flow hedge effectiveness in accumulated other comprehensive loss. An after-tax loss of $6.7 million is expected to be reclassified to earnings as the hedged transactions occur or as amounts are amortized within the next twelve months. The ultimate amount recognized will vary based on fluctuations of the hedged currencies and interest rates through the maturity dates.

The tables below detail pre-tax amounts reclassified from accumulated other comprehensive income (loss) into earnings for active derivative financial instruments during the periods in which the underlying hedged transactions affected earnings for the three months ended March 31, 2012 and April 2, 2011 (in millions):


Year-to-date 2012 (In millions)	Gain (Loss) Recorded in OCI			Classification of Gain (Loss) Reclassified from OCI to Income	Gain (Loss) Reclassified from OCI to Income (Effective Portion)		Gain (Loss) Recognized in Income *(Ineffective Portion)**
Interest Rate Contracts	$	1.4		Interest expense	$	—	$	—
Foreign Exchange Contracts	$	(1.2	)	Cost of Sales	$	4.9	$	—


Year-to-date 2011 (In millions)	Gain (Loss) Recorded in OCI			Classification of Gain (Loss) Reclassified from OCI to Income	Gain (Loss) Reclassified from OCI to Income (Effective Portion)			Gain (Loss) Recognized in Income *(Ineffective Portion)**
Interest Rate Contracts	$	2.8		Interest expense	$	—		$	—
Foreign Exchange Contracts	$	(13.1	)	Cost of sales	$	(5.2	)		—

*	Includes ineffective portion and amount excluded from effectiveness testing on derivatives.

For the first three months of 2012, the hedged items’ impact to the Consolidated Statement of Operations and Comprehensive Income was a loss of $4.9 million in cost of sales, which is offsetting the gain shown above. For the first three months of 2011, the hedged items’ impact to the Consolidated Statement of Operations and Comprehensive Income was a gain of $5.2 million in cost of sales. There was no impact related to the interest rate contracts’ hedged items and the impact of de-designated hedges was immaterial for all periods presented.

During the three months ended March 31, 2012 and April 2, 2011, an after-tax gain of $2.3 million and an after-tax loss of $4.2 million, respectively, was reclassified from accumulated other comprehensive income (loss) into earnings (inclusive of the gain/loss amortization on terminated derivative financial instruments) during the periods in which the underlying hedged transactions affected earnings.

Interest Rate Contract: The Company enters into interest rate swap agreements in order to obtain the lowest cost source of funds within a targeted range of variable to fixed-rate debt proportions. At March 31, 2012 and December 31, 2011, the Company had $160 million and $400 million, respectively, of forward starting swaps outstanding fixing the interest rate on the expected refinancing of debt in 2012 as discussed below.

In December 2009, the Company executed forward starting interest rate swaps with an aggregate notional amount of $400 million fixing interest at 4.7835%. The objective of the hedge was to offset the expected variability on future payments associated with the interest rate on debt instruments. In January 2012, contracts with a total notional amount of $240 million of these forward-starting interest rate swaps were terminated. The terminations resulted in cash payments of $56.4 million, which was recorded in accumulated other comprehensive loss and will be amortized to earnings over future periods. The cash flows stemming from the termination of such interest rate swaps designated as cash flow hedges are presented within financing activities in the Condensed Consolidated Statement of Cash Flows.

Foreign Currency Contracts

Forward Contracts: Through its global businesses, the Company enters into transactions and makes investments denominated in multiple currencies that give rise to foreign currency risk. The Company and its subsidiaries regularly purchase inventory from subsidiaries with non-U.S. dollar functional currencies which creates currency-related volatility in the Company’s results of operations. The Company utilizes forward contracts to hedge these forecasted purchases of inventory. Gains and losses reclassified from accumulated other comprehensive loss for the effective and ineffective portions of the hedge as well as any amounts excluded from effectiveness testing are recorded in cost of sales. Gains and losses incurred after a hedge has been de-designated are not recorded in Accumulated other comprehensive income, but are recorded directly to the Consolidated Statement of Operations and Comprehensive Income in other-net. At March 31, 2012, the notional value of the forward currency contracts outstanding was $153.5 million, of which $23.2 million had been de-designated and matures at various dates through 2013. At December 31, 2011, the notional value of the forward currency contracts outstanding was $196.8 million, of which $19.8 million has been de-designated, maturing at various dates through 2013.

Purchased Option Contracts: The Company and its subsidiaries have entered into various inter-company transactions whereby the notional values are denominated in currencies other than the functional currencies of the party executing the trade. In order to better match the cash flows of its inter-company obligations with cash flows from operations, the Company enters into purchased option contracts. Gains and losses reclassified from accumulated other comprehensive income (loss) for the effective and ineffective portions of the hedge as well as any amounts excluded from effectiveness testing are recorded in cost of sales. In January 2012, the Company entered into net purchased options (collars) with a notional of $74.8 million maturing at various dates through 2013. As of December 31, 2011, there were no purchased option contracts outstanding.

FAIR VALUE HEDGES

Interest Rate Risk: In an effort to optimize the mix of fixed versus floating rate debt in the Company’s capital structure, the Company enters into interest rate swaps. In January 2012, the Company entered into interest rate swaps with a notional of $150 million, related to the Company’s $150 million 7.05% notes due in 2028. Also, in January 2012, the Company entered into an incremental interest rate swap with a notional value of $200 million, related to the Company’s $400 million 3.4% notes due in 2021, as a $200 million notional value interest rate swap from December 2011 was already in place. These interest rate swaps effectively converted the Company’s fixed rate debt to floating rate debt based on LIBOR, thereby hedging the fluctuation in fair value resulting from changes in interest rates. In January 2012, the Company terminated interest rate swaps with notional values equal to the Company’s $300 million 4.75% notes due in 2014, $300 million 5.75% notes due in 2016, $200 million 4.9% notes due in 2012 and $250 million 6.15% notes due in 2013. These terminations resulted in cash receipts of $35.8 million. The resulting gain of $28.0 million was deferred and will be amortized to earnings over the remaining life of the notes. The changes in fair value of the interest rate swaps during the period were recognized in earnings as well as the offsetting changes in fair value of the underlying notes. The notional value of open contracts was $550.0 million and $1.250 billion as of March 31, 2012 and December 31, 2011, respectively. A summary of the fair value adjustments relating to these swaps is as follows (in millions):


	Year-to-Date 2012					Year-to-Date 2011
Income Statement Classification	Gain/(Loss) on Swaps			Gain /(Loss) on Borrowings		Gain/(Loss) on Swaps			Gain /(Loss) on Borrowings
Interest Expense	$	(2.6	)	$	2.6	$	(4.9	)	$	4.9

In addition to the amounts above, the net swap accruals for each period and amortization of the gains on terminated swaps are also reported in interest expense and totaled $6.6 million and $4.4 million for the first three months of 2012 and 2011, respectively. Interest expense on the underlying debt was $9.7 million and $13.5 million for the first three months of 2012 and 2011, respectively.

NET INVESTMENT HEDGES

Foreign Exchange Contracts: The Company utilizes net investment hedges to offset the translation adjustment arising from re-measurement of its investment in the assets and liabilities of its foreign subsidiaries. The total after-tax amounts in accumulated other comprehensive loss were losses of $52.5 million and $32.7 million at March 31, 2012 and December 31, 2011, respectively. As of March 31, 2012, the Company had foreign exchange contracts that mature at various dates through January 2013 with notional values totaling $928.7 million outstanding hedging a portion of its pound sterling denominated net investment. As of December 31, 2011, the Company had foreign exchange contracts that mature at various dates through October 2012 with notional values totaling $925.4 million outstanding hedging a portion of its pound sterling denominated net investment. For the first three months of 2012, maturing foreign exchange contracts resulted in net cash receipts of $1.9 million. For the first three months of 2011, maturing foreign exchange contracts resulted in net cash payments of $22.7 million. Gains and losses on net investment hedges remain in accumulated other comprehensive income (loss) until disposal of the underlying assets. The details of the pre-tax amounts are below (in millions):


	Year-to-Date 2012							Year-to-Date 2011
Income Statement Classification	Amount Recorded in OCI Gain (Loss)			Effective Portion Recorded in Income Statement		Ineffective Portion* Recorded in Income Statement		Amount Recorded in OCI Gain (Loss)			Effective Portion Recorded in Income Statement		Ineffective Portion* Recorded in Income Statement
Other-net	$	(31.8	)	$	—	$	—	$	(34.1	)	$	—	$	—

*	Includes ineffective portion and amount excluded from effectiveness testing.

UNDESIGNATED HEDGES

Foreign Exchange Contracts: Currency swaps and foreign exchange forward contracts are used to reduce risks arising from the change in fair value of certain foreign currency denominated assets and liabilities (such as affiliate loans, payables and receivables). The objective of these practices is to minimize the impact of foreign currency fluctuations on operating results. The total notional amount of the contracts outstanding at March 31, 2012 was $3.9 billion of forward contracts and $104.2 million in currency swaps, maturing at various dates primarily through May 2013 with the currency swap maturing in December 2014. The total notional amount of the contracts outstanding at December 31, 2011 was $3.9 billion of forward contracts and $100.8 million in currency swaps. The income statement impacts related to derivatives not designated as hedging instruments for 2012 and 2011 are as follows (in millions):

Derivatives Not

Designated as Hedging

Instruments under ASC 815

Income Statement
Classification

Year-to-Date 2012
Amount of Gain (Loss)
Recorded in Income on
Derivative

Year-to-Date 2011
Amount of Gain (Loss)
Recorded in Income on
Derivative

Foreign Exchange Contracts

Other-net

(8.7

)

(9.9

)

J.	Equity Arrangements

In the third quarter of 2011, the Company entered into a forward share purchase contract on its common stock. This contract obligates the Company to pay $350.0 million to the financial institution counterparty not later than August 2013, or earlier at the Company’s option, for the 5,581,400 shares purchased. The reduction of common shares outstanding was recorded at inception of the forward share purchase contract and factored into the calculation of weighted average shares outstanding.

Convertible Preferred Units and Equity Option

As described more fully in Note H, Long-Term Debt and Financing Arrangements, of the Company’s Form 10-K for the year ended December 31, 2011, in November 2010 the Company issued Convertible Preferred Units comprised of $632,500,000 of Notes due November 17, 2018 and Purchase Contracts. There have been no changes to the terms of the Convertible Preferred Units. The Purchase Contracts obligate the holders to purchase, on the earlier of (i) November 17, 2015 (the Purchase Contract Settlement date) or (ii) the triggered early settlement date, 6,325,000 shares, for $100 per share, of the Company’s 4.75% Series B Cumulative Convertible Preferred Stock (the “Convertible Preferred Stock”), resulting in cash proceeds to the Company of up to $632.5 million.

Following the issuance of Convertible Preferred Stock upon settlement of a holder’s Purchase Contracts, a holder of Convertible Preferred Stock may, at its option, at any time and from time to time, convert some or all of its outstanding shares of Convertible Preferred Stock at a conversion rate of 1.3333 shares of the Company’s common stock per share of Convertible Preferred Stock (subject to customary anti-dilution provisions), which is equivalent to an initial conversion price of approximately $75.00 per share of common stock. Assuming conversion of the 6,325,000 shares of Convertible Preferred Stock at the 1.3333 initial conversion rate a total of 8.43 million shares of the Company’s common stock may be issued upon conversion. As of March 31, 2012, due to the

customary anti-dilution provisions, the conversion rate on the Convertible Preferred Stock was 1.3401 (equivalent to a conversion price of approximately $74.62 per common share). In the event that holders elect to settle their Purchase Contracts prior to November 17, 2015, the Company will deliver a number of shares of Convertible Preferred Stock equal to 85% of the Purchase Contacts tendered, together with cash in lieu of fractional shares. Upon a conversion on or after November 15, 2015 the Company may elect to pay or deliver, as the case may be, solely shares of common stock, together with cash in lieu of fractional shares (“physical settlement”), solely cash (“cash settlement”), or a combination of cash and common stock (“combination settlement”). The Company may redeem some or all of the Convertible Preferred Stock on or after December 22, 2015 at a redemption price equal to 100% of the $100 liquidation preference per share plus accrued and unpaid dividends to the redemption date.

In November 2010, contemporaneously with the issuance of the Convertible Preferred Units described above, the Company paid $50.3 million, or an average of $5.97 per option, to enter into capped call transactions (equity options) on 8.43 million shares of common stock with certain major financial institutions. The purpose of the capped call transactions is to offset the common shares that may be deliverable upon conversion of shares of Convertible Preferred Stock. With respect to the impact on the Company, the capped call transactions and the Convertible Preferred Stock, when taken together, result in the economic equivalent of having the conversion price on the Convertible Preferred Stock at $97.46, the upper strike price of the capped call (as of March 31, 2012). Refer to Note H, Long-Term Debt and Financing Arrangements, and Note J, Capital Stock, of the Company’s Form 10-K for the year ended December 31, 2011 for further discussion. In accordance with ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s own Equity”, the $50.3 million premium paid was recorded as a reduction to equity.

The capped call transactions cover, subject to customary anti-dilution adjustments, the number of shares of common stock equal to the number of shares of common stock underlying the maximum number of shares of Convertible Preferred Stock issuable upon settlement of the Purchase Contracts. Each of the capped call transactions has a term of approximately five years and initially has a lower strike price of $75.00, which corresponded to the initial conversion price of the Convertible Preferred Stock, and an upper strike price of $97.95, which was approximately 60% higher than the closing price of the common stock on November 1, 2010. The capped call transactions may be settled by net share settlement (the default settlement method) or, at the Company’s option and subject to certain conditions, cash settlement, physical settlement or modified physical settlement. The aggregate fair value of options at March 31, 2012 was $71.4 million.

A summary of the capped call (equity options) issued is as follows:


					(Per Share)
Series	Original Number of Options		Net Premium Paid (In millions)		Adjusted Lower Strike Price		Adjusted Upper Strike Price
Series I		2,811,041	$	16.8	$	74.62	$	97.46
Series II		2,811,041	$	16.8	$	74.62	$	97.46
Series III		2,811,041	$	16.7	$	74.62	$	97.46

		8,433,123	$	50.3	$	74.62	$	97.46

K.	Net Periodic Benefit Cost — Defined Benefit Plans

Following are the components of net periodic benefit cost for the three months ended March 31, 2012 and April 2, 2011 (in millions):


	Year-to-Date
	Pension Benefits												Other Benefits
	U.S. Plans						Non-U.S. Plans						U.S. Plans
	2012			2011			2012			2011			2012			2011
Service cost	$	1.7		$	1.8		$	2.9		$	3.0		$	0.2		$	0.2
Interest cost		15.5			17.5			11.8			13.1			0.7			0.9
Expected return on plan assets		(16.7	)		(17.7	)		(11.0	)		(12.6	)		—			—
Amortization of prior service cost (credit)		0.2			0.3			0.1			0.1			(0.3	)		(0.3	)
Amortization of net loss		1.5			0.7			0.8			0.8			—			—
Curtailment loss		—			—			0.3			—			—			—

Net periodic benefit cost	$	2.2		$	2.6		$	4.9		$	4.4		$	0.6		$	0.8

L.	Fair Value Measurements

ASC 820 defines, establishes a consistent framework for measuring, and expands disclosure requirements about fair value. ASC 820 requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical instruments in active markets.

Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs and significant value drivers are observable.

Level 3 — Instruments that are valued using unobservable inputs.

The Company holds various derivative financial instruments that are employed to manage risks, including foreign currency and interest rate exposures. These financial instruments are carried at fair value and are included within the scope of ASC 820. The Company determines the fair value of derivatives through the use of matrix or model pricing, which utilizes verifiable inputs such as market interest and currency rates. When determining the fair value of these financial instruments for which Level 1 evidence does not exist, the Company considers various factors including the following: exchange or market price quotations of similar instruments, time value and volatility factors, the Company’s own credit rating and the credit rating of the counter-party.

The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis for each of the hierarchy levels (millions of dollars):


	Total Carrying Value		Level 1		Level 2
March 31, 2012:
Money market fund	$	6.3	$	6.3	$	—
Derivative assets	$	58.7	$	—	$	58.7
Derivative liabilities	$	113.0	$	—	$	113.0
December 31, 2011:
Money market fund	$	39.0	$	39.0	$	—
Derivative assets	$	142.5	$	—	$	142.5
Derivative liabilities	$	181.7	$	—	$	181.7

The Company had no financial assets or liabilities measured using Level 3 inputs, nor any assets measured at fair value on a non-recurring basis during 2012 and 2011.

Refer to Note I, Derivative Financial Instruments, for more details regarding derivative financial instruments, and Note H, Long-Term Debt and Financing Arrangements, for more information regarding carrying values of the long-term debt shown below.


	March 31, 2012				December 31, 2011
(millions of dollars)	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term debt, including current portion	$	3,442.4	$	3,637.4	$	3,452.2	$	3,623.4
Derivative assets	$	58.7	$	58.7	$	142.5	$	142.5
Derivative liabilities	$	113.0	$	113.0	$	181.7	$	181.7

The fair values of long-term debt instruments are considered Level 2 instruments within the fair value hierarchy and are estimated using a discounted cash flow analysis, based on the Company’s marginal borrowing rates. The fair value of the Company’s variable rate short term borrowings approximate their carrying value at March 31, 2012. The fair values of foreign currency and interest rate swap agreements, comprising the derivative assets and liabilities in the table above, are based on current settlement values.

As discussed in Note D, Financing Receivables, the Company has a deferred purchase price receivable related to sales of trade receivables. The deferred purchase price receivable will be repaid in cash as receivables are collected, generally within 30 days, and as such the carrying value of the receivable approximates fair value.

M.	Other Costs and Expenses

Other-net is primarily comprised of intangible asset amortization expense, currency gains or losses, environmental expense and merger and acquisition-related charges, primarily consisting of transaction costs. During the three months ended March 31, 2012 and April 2, 2011, Other-net included $12.1 million and $3.4 million in merger and acquisition related costs, respectively.

N.	Restructuring Charges

A summary of the restructuring reserve activity from December 31, 2011 to March 31, 2012 is as follows (in millions):


	12/31/11		Additions, net		Usage			Currency		3/31/12
2012 Actions
Severance and related costs	$	—	$	33.5	$	(7.1	)	$	0.7	$	27.1
Facility closures		—		3.8		(1.0	)		0.1		2.9

Subtotal 2012 actions	$	—	$	37.3	$	(8.1	)	$	0.8	$	30.0

Pre-2012 Actions
Severance and related costs	$	82.4	$	0.1	$	(19.6	)	$	0.7	$	63.6
Facility closures		1.7		—		(1.6	)		0.1		0.2

Subtotal Pre-2012 actions		84.1		0.1		(21.2	)		0.8		63.8

Total	$	84.1	$	37.4	$	(29.3	)	$	1.6	$	93.8

2012 Actions: In the first three months of 2012, the Company continued with restructuring activities associated with the Black & Decker merger, Niscayah and other acquisitions, and recognized $18.6 million of restructuring charges related to activities initiated in the current year. Of those charges, $14.8 million relates to severance charges associated with the reduction of approximately 300 employees and $3.8 million relates to facility closure costs.

In addition, the Company has initiated cost reduction actions in the first three months of 2012 that were not associated with any merger and acquisition activities, resulting in severance and related charges of $18.7 million pertaining to the reduction of approximately 350 employees.

Of the $30.0 million of reserves remaining as of March 31, 2012 the majority are expected to be utilized in 2012.

Pre-2012 Actions: The vast majority of the remaining reserve balance of $63.8 million relating to pre-2012 actions is expected to be utilized in 2012.

Segments: The $37.4 million of charges recognized in the first three months of 2012 includes: $14.3 million pertaining to the CDIY segment; $15.5 million pertaining to the Security segment; and $7.6 million pertaining to the Industrial segment.

O.	Income Taxes

The Company recognized income tax expense of $36.6 million and $23.2 million resulting in an effective tax rate of 23.2% and 12.9% for the three month periods ended March 31, 2012 and April 2, 2011, respectively. The effective tax rate differs from the statutory tax rate for the three month period ended March 31, 2012, primarily due to a portion of the Company’s earnings realized in lower-taxed foreign jurisdictions. The effective tax rate differs from the statutory tax rate for the three month period ended April 2, 2011, primarily due to a portion of the Company’s earnings realized in lower-taxed foreign jurisdictions and the inclusion of benefits attributable to the favorable settlement of certain tax contingencies amounting to $21.4 million.

The Company is subject to the examination of its income tax returns by the Internal Revenue Service and other taxing authorities both domestically and internationally. The final outcome of the future tax consequences of these examinations and legal proceedings, as well as, the outcome of competent authority proceedings, changes and interpretation in regulatory tax laws, or expiration of statute of limitations could impact the Company’s financial statements. Accordingly, the Company has tax reserves recorded for which it is reasonably possible that the amount of the unrecognized tax benefit will increase or decrease which could have a material effect on the financial results for any particular fiscal quarter or year. However, based on the uncertainties associated with litigation and the status of examinations, including the protocols of finalizing audits by the relevant tax authorities which could include formal legal proceedings, it is not possible to estimate the impact of any such change.

P.	Business Segments

The Company classifies its business into three reportable segments, which also represent its operating segments: Construction & Do It Yourself (“CDIY”), Security, and Industrial.

The CDIY segment is comprised of the professional power tool and accessories businesses, the consumer power tool business, the hand tools, fasteners & storage business and the plumbing products business. The professional power tool and accessories business sells professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, routers and sanders. The consumer power tool business sells corded and cordless power tools, lawn and garden products and home products. The hand tools, fasteners & storage business sells measuring and leveling tools, planes, hammers, demolition tools, knives, saws and chisels. Fastening products include pneumatic tools and fasteners including nail guns, nails, staplers and staples. Storage products include tool boxes, sawhorses and storage units. The plumbing products business sells plumbing fixtures primarily for residential use.

The Security segment is comprised of the Convergent Security Solutions (“CSS”) and the mechanical access solutions businesses. The CSS business designs, supplies and installs electronic security systems and provides electronic security services, including alarm monitoring, video surveillance, fire alarm monitoring, systems integration and system maintenance and repair. Purchasers of these systems typically contract for ongoing security systems monitoring and maintenance at the time of initial equipment installation. The CSS business also sells healthcare solutions which include medical carts and cabinets, asset tracking, infant protection, pediatric protection, patient protection, wander management, fall management, and emergency call products. The mechanical access solutions business sells and installs automatic doors, residential and commercial hardware, locking mechanisms, electronic keyless entry systems, keying systems, tubular and mortise door locksets.

The Industrial segment is comprised of the industrial and automotive repair, engineered fastening and infrastructure businesses. The industrial and automotive repair business sells hand tools, power tools, and engineered storage solution products. The engineered fastening business primarily sells engineered fasteners designed for specific applications. The businesses product lines include stud welding systems, blind rivets and tools, blind inserts and tools, drawn arc weld studs, engineered plastic fasteners, self-piercing riveting systems and precision nut running systems. The infrastructure business consists of the CRC Evans business, and the Company’s hydraulics business. The business’s product lines include custom pipe handling machinery, joint welding and coating machinery, weld inspection services and hydraulic tools and accessories.

The Company utilizes segment profit, which is defined as net sales minus cost of sales and selling, general and administrative (“SG&A”) inclusive of the provision for doubtful accounts (aside from corporate overhead expense), and segment profit as a percentage of net sales to assess the profitability of each segment. Segment profit excludes the corporate overhead expense element of SG&A, interest income, interest expense, other-net (inclusive of intangible asset amortization expense), restructuring, and income tax expense. Refer to Note N, Restructuring Charges, for the amount of restructuring charges by segment. Corporate overhead is comprised of world headquarters facility expense, cost for the executive management team and cost for certain centralized functions that benefit the entire Company but are not directly attributable to the businesses, such as legal and corporate finance functions. Transactions between segments are not material. Segment assets primarily include accounts receivable, inventory, other current assets, property, plant and equipment, intangible assets and other miscellaneous assets.


	Year-to-Date
	2012			2011
NET SALES
CDIY	$	1,228.2		$	1,210.8
Security		762.7			549.8
Industrial		662.0			600.9

Total	$	2,652.9		$	2,361.5

SEGMENT PROFIT
CDIY	$	157.7		$	156.5
Security		91.6			73.4
Industrial		124.1			105.1

Segment profit		373.4			335.0
Corporate overhead		(66.4	)		(59.3	)
Other-net		(80.7	)		(52.5	)
Restructuring charges		(37.4	)		(13.3	)
Interest expense		(33.9	)		(34.7	)
Interest income		2.7			5.1

Earnings from continuing operations before income taxes	$	157.7		$	180.3

The Company recorded $5.4 million and $6.3 million of merger and acquisition related charges, respectively, which reduced segment gross profit primarily associated with facility closures and an additional $27.8 million and $15.6 million, respectively, in SG&A primarily for integration costs associated with merger and acquisition related activities for the three months ended March 31, 2012 and April 2, 2011. These charges reduced segment profit by $3.3 million in CDIY, $10.4 million in Security and $2.0 million in Industrial for the three months ended March 31, 2012, and $2.4 million in CDIY and $4.5 million in Security for the three months ended April 2, 2011.

Corporate overhead for the three months ended March 31, 2012 and April 2, 2011 includes $17.5 million and $15.0 million, respectively, of charges pertaining primarily to merger and acquisition-related employee charges and integration costs.

The following table is a summary of total assets by segment for the periods ended March 31, 2012 and December 31, 2011:


	2012			2011
CDIY	$	7,735.0		$	7,499.5
Security		5,224.8			5,167.4
Industrial		3,480.2			3,282.9

		16,440.0			15,949.8
Corporate assets		(89.7	)		(0.8	)

Consolidated	$	16,350.3		$	15,949.0

Corporate assets primarily consist of cash, deferred taxes and property, plant and equipment. Based on the nature of the Company’s cash pooling arrangements, at times corporate-related cash accounts will be in a net liability position.

Q.	Commitments and Contingencies

The Company is involved in various legal proceedings relating to environmental issues, employment, product liability, workers’ compensation claims and other matters. The Company periodically reviews the status of these proceedings with both inside and outside counsel, as well as an actuary for risk insurance. Management believes that the ultimate disposition of these matters will not have a material adverse effect on operations or financial condition taken as a whole.

The amount recorded for identified contingent liabilities is based on estimates. Amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available. Actual costs to be incurred in future periods may vary from the estimates, given the inherent uncertainties in evaluating certain exposures. Subject to the imprecision in estimating future contingent liability costs, the Company does not expect that any sum it may have to pay in connection with these matters in excess of the amounts recorded will have a materially adverse effect on its financial position, results of operations or liquidity.

In connection with the 2010 merger with Black & Decker, the Company assumed certain commitments and contingent liabilities. Black & Decker is a party to litigation and administrative proceedings with respect to claims involving the discharge of hazardous substances into the environment. Some of these assert claims for damages and liability for remedial investigations and clean-up costs with respect to sites that have never been owned or operated by Black & Decker but at which Black & Decker has been identified as a potentially responsible party. Other matters involve current and former manufacturing facilities.

The Environmental Protection Agency (“EPA”) and the Santa Ana Regional Water Quality Control Board have each initiated administrative proceedings against Black & Decker and certain of its current or former affiliates alleging that Black & Decker and numerous other defendants are responsible to investigate and remediate alleged groundwater contamination in and adjacent to a 160-acre property located in Rialto, California. The EPA and the cities of Colton and Rialto, as well as Goodrich Corporation, also initiated lawsuits against Black & Decker and certain of its former or current affiliates in the Federal District Court for California, Central District alleging similar claims that Black & Decker is liable under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), the Resource Conservation and Recovery Act, and state law for the discharge or release of hazardous substances into the environment and the contamination caused by those alleged releases. The City of Colton also has a companion case in California State court. The City of Riverside has a similar suit in California State Court with similar claims and the same parties. Both of these cases are currently stayed for all purposes. Certain defendants in that case have cross-claims against other defendants and have asserted claims against the State of California. The administrative proceedings and the lawsuits generally allege that West Coast Loading Corporation (“WCLC”), a defunct company that operated in Rialto between 1952 and 1957, and an as yet undefined number of other defendants are responsible for the release of perchlorate and solvents into the groundwater basin, and that Black & Decker and certain of its current or former affiliates are liable as a “successor” of WCLC. The Company believes that neither the facts nor the law support an allegation that Black & Decker is responsible for the contamination and is vigorously contesting these claims.

The EPA has provided to Black & Decker and certain of its current and former affiliates a “Notice of Potential Liability” related to environmental contamination found at the Centredale Manor Restoration Project Superfund site, located in North Providence, Rhode Island. The EPA has discovered a variety of contaminants at the site, including but not limited to, dioxins, polychlorinated biphenyls, and pesticides. The EPA alleged that Black & Decker and certain of its current and former affiliates are liable for site clean-up costs under CERCLA as successors to the liability of Metro-Atlantic, Inc., a former operator at the site, and demanded reimbursement of the EPA’s costs related to this site. The EPA released a Proposed Remedial Action Plan in October 2011, which identified and described the EPA’s preferred remedial alternative for the site. The estimated remediation costs related to this Centredale site (including the EPA’s past costs as well as costs of additional investigation, remediation, and related costs such as EPA’s oversight costs, less escrowed funds contributed by primary potentially responsible parties (PRPs) who have reached settlement agreements with the EPA), which the Company considers to be probable and reasonably estimable, range from approximately $67.4 million to $212.0 million, with no amount within that range representing a more likely outcome until such time as the EPA completes its remedy selection process for the site. The Company’s reserve for this environmental remediation matter of $67.4 million reflects the fact that the EPA considers Metro-Atlantic, Inc. to be a primary source of contamination at the site. The Company has determined that it is likely to

contest the EPA’s claims with respect to this site. Further, to the extent that the Company agrees to perform or finance additional remedial activities at this site, it intends to seek participation or contribution from additional PRPs and insurance carriers. As the specific nature of the environmental remediation activities that may be mandated by the EPA at this site have not yet been finally determined, the ultimate remedial costs associated with the site may vary from the amount accrued by the Company at March 31, 2012.

In the event that no amount in the range of probable loss is considered most likely, the minimum loss in the range is accrued. In the normal course of business, the Company is involved in various lawsuits and claims. In addition, the Company is a party to a number of proceedings before federal and state regulatory agencies relating to environmental remediation. Also, the Company, along with many other companies, has been named as a PRP in a number of administrative proceedings for the remediation of various waste sites, including 29 active Superfund sites. Current laws potentially impose joint and several liabilities upon each PRP. In assessing its potential liability at these sites, the Company has considered the following: whether responsibility is being disputed, the terms of existing agreements, experience at similar sites, and the Company’s volumetric contribution at these sites.

The Company’s policy is to accrue environmental investigatory and remediation costs for identified sites when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. The amount of liability recorded is based on an evaluation of currently available facts with respect to each individual site and includes such factors as existing technology, presently enacted laws and regulations, and prior experience in remediation of contaminated sites. The liabilities recorded do not take into account any claims for recoveries from insurance or third parties. As assessments and remediation progress at individual sites, the amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available. As of March 31, 2012 and December 31, 2011, the Company had reserves of $162.5 million and $164.8 million, respectively, for remediation activities associated with Company-owned properties, as well as for Superfund sites, for losses that are probable and estimable. Of the 2012 amount, $12.8 million is classified as current and $149.7 million as long-term which is expected to be paid over the estimated remediation period. The range of environmental remediation costs that is reasonably possible is $138.3 million to $353.4 million which is subject to change in the near term. The Company may be liable for environmental remediation of sites it no longer owns. Liabilities have been recorded on those sites in accordance with policy.

R.	Guarantees

The Company’s financial guarantees at March 31, 2012 are as follows (in millions):


(Millions of Dollars)	Term	Maximum Potential Payment		Carrying Amount of Liability
Guarantees on the residual values of leased properties	One to four years	$	30.5	$	—
Standby letters of credit	Up to three years		66.9		—
Commercial customer financing arrangements	Up to six years		17.5		12.5

Total		$	114.9	$	12.5

The Company has guaranteed a portion of the residual value arising from its synthetic lease and U.S. master personal property lease programs. The lease guarantees aggregate $30.5 million while the fair value of the underlying assets is estimated at $34.6 million. The related assets would be available to satisfy the guarantee obligations and therefore it is unlikely the Company will incur any future loss associated with these lease guarantees.

The Company provides various limited and full recourse guarantees to financial institutions that provide financing to U.S. and Canadian Mac Tool distributors for their initial purchase of the inventory and trucks necessary to function as a distributor. In addition, the Company provides limited and full recourse guarantees to financial institutions that extend credit to certain end retail customers of its U.S. Mac Tool distributors. The gross amount guaranteed in these arrangements is $17.5 million and the $12.5 million carrying value of the guarantees issued is recorded in debt and other liabilities as appropriate in the Condensed Consolidated Balance Sheets.

The Company provides product and service warranties which vary across its businesses. The types of warranties offered generally range from one year to limited lifetime, while certain products carry no warranty. Further, the Company sometimes incurs discretionary costs to service its products in connection with product performance issues. Historical warranty and service claim experience forms the basis for warranty obligations recognized. Adjustments are recorded to the warranty liability as new information becomes available.

The changes in the carrying amount of product and service warranties for the three months ended March 31, 2012 and April 2, 2011 are as follows (in millions):


	2012			2011
Balance beginning of period	$	129.1		$	119.0
Warranties and guarantees issued		22.7			18.2
Liability assumed from merger and acquisitions		—			9.5
Warranty payments and currency		(22.9	)		(10.5	)

Balance end of period	$	128.9		$	136.2

S.	Parent and Subsidiary Debt Guarantees

The following debt obligations were issued by Stanley Black & Decker, Inc. (“Stanley”) and are fully and unconditionally guaranteed by The Black & Decker Corporation (“Black & Decker”), a 100% owned direct subsidiary of Stanley: 4.9% Notes due 2012; 6.15% Notes due 2013; 3.4% Notes due 2021; and the 2040 Term Bonds (collectively, the “Stanley Notes”). The $320.0 million of Stanley’s convertible notes due May 2012 are not guaranteed by Black & Decker.

The following notes were issued by Black & Decker and are fully and unconditionally guaranteed by Stanley: 8.95% Notes due 2014; 4.75% Notes due 2014; and 5.75% Notes due 2016; (collectively, the “Black & Decker Notes”).

The Stanley Notes and the Black & Decker Notes were issued under indentures attached as Exhibits to the Company’s Form 10-K. Each of the Black & Decker Notes and Black & Decker’s guarantee of the Stanley Notes rank equally with all of Black & Decker’s other unsecured and unsubordinated indebtedness. The Stanley Guarantees of the Black & Decker Notes are unsecured obligations of the Company, ranking equal in right of payment with all the Company’s existing and future unsecured and unsubordinated indebtedness.

The following tables, in accordance with Rule 3-10(e) of Regulation S-X for the Stanley Notes, and Rule 3-10(c) of Regulation S-X for the Black & Decker Notes, present the condensed consolidating balance sheets as of March 31, 2012 and December 31, 2011; the condensed consolidating statements of operations and comprehensive income for the three months ended March 31, 2012, and April 2, 2011; and the condensed consolidating statements of cash flows for the three months ended March 31, 2012, and April 2, 2011.

Stanley Black & Decker, Inc.

Condensed Consolidating Statements of Operations and Comprehensive Income

(Unaudited, Millions of Dollars)

Three Months Ended March 31, 2012


	Parent Stanley Black & Decker, Inc.			The Black & Decker Corporation			Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	338.4		$	—		$	2,404.5		$	(90.0	)	$	2,652.9
COSTS AND EXPENSES
Cost of sales		220.3			—			1,518.1			(71.5	)		1,666.9
Selling, general and administrative		168.4			6.1			523.0			(18.5	)		679.0
Other - net		(12.9	)		(17.8	)		111.4			—			80.7
Restructuring charges		—			—			37.4			—			37.4
Interest expense, net		20.4			11.7			(0.9	)		—			31.2

		396.2			—			2,189.0			(90.0	)		2,495.2

(Loss) earnings from continuing operations before income taxes and equity in earnings of subsidiaries		(57.8	)		—			215.5			—			157.7
Income taxes (benefit) on continuing operations before equity in earnings of subsidiaries		(17.9	)		—			54.5			—			36.6
Equity in earnings of subsidiaries		161.7			123.5			—			(285.2	)		—

Earnings from continuing operations		121.8			123.5			161.0			(285.2	)		121.1
Less: Net loss attributable to non-controlling interests		—			—			(0.7	)		—			(0.7	)

NET EARNINGS ATTRIBUTABLE TO COMMON SHAREOWNERS	$	121.8		$	123.5		$	161.7		$	(285.2	)	$	121.8

Total Comprehensive Income Attributable to Common Shareowners	$	89.2		$	124.7		$	270.0		$	(285.2	)	$	198.7

Stanley Black & Decker, Inc.

Condensed Consolidating Statement of Operations and Comprehensive Income

(Unaudited, Millions of Dollars)

Three Months Ended April 2, 2011


	Parent Stanley Black & Decker, Inc.			The Black & Decker Corporation			Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	375.2		$	—		$	2,094.5		$	(108.2	)	$	2,361.5
COSTS AND EXPENSES
Cost of sales		253.8			—			1,318.5			(88.2	)		1,484.1
Selling, general and administrative		167.9			1.5			452.3			(20.0	)		601.7
Other - net		(14.3	)		(39.5	)		106.3			—			52.5
Restructuring charges		1.5			—			11.8			—			13.3
Interest expense, net		18.6			13.6			(2.6	)		—			29.6

		427.5			(24.4	)		1,886.3			(108.2	)		2,181.2

(Loss) earnings from continuing operations before income taxes (benefit) and equity in earnings of subsidiaries		(52.3	)		24.4			208.2			—			180.3
Income taxes (benefit) on continuing operations before equity in earnings of subsidiaries		(19.2	)		8.9			33.5			—			23.2
Equity in earnings of subsidiaries		190.2			123.0			—			(313.2	)		—

Earnings from continuing operations		157.1			138.5			174.7			(313.2	)		157.1
Less: Net (loss) attributable to non-controlling interests		—			—			(0.3	)		—			(0.3	)

Net earnings from continuing operations attributable to common shareowners	$	157.1		$	138.5		$	175.0		$	(313.2	)	$	157.4

Net earnings from discontinued operations	$	1.3		$	—		$	1.3		$	(1.3	)	$	1.3

NET EARNINGS ATTRIBUTABLE TO COMMON SHAREOWNERS	$	158.4		$	138.5		$	176.3		$	(314.5	)	$	158.7

Total Comprehensive Income Attributable to Common Shareowners	$	152.8		$	499.7		$	(29.7	)	$	(314.5	)	$	308.3

Stanley Black & Decker, Inc.

Condensed Consolidating Balance Sheet

(Unaudited, Millions of Dollars)

March 31, 2012


	Parent Stanley Black & Decker, Inc.			The Black & Decker Corporation			Non- Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current Assets
Cash and cash equivalents	$	(1.1	)	$	19.7		$	865.0		$	—		$	883.6
Accounts and notes receivable, net		73.7			—			1,652.1			—			1,725.8
Inventories, net		152.4			—			1,437.3			—			1,589.7
Other current assets		63.8			—			340.4			—			404.2

Total Current Assets		288.8			19.7			4,294.8			—			4,603.3
Property, Plant and Equipment, net		191.1			—			1,077.1			—			1,268.2
Goodwill and intangibles, net		181.1			1,623.5			8,373.4			—			10,178.0
Investment in Subsidiaries		10,722.1			4,298.3			—			(15,020.4	)		—
Intercompany Receivables		—			8,928.7			8,886.9			(17,815.6	)		—
Other Assets		31.4			45.8			223.6			—			300.8

Total Assets	$	11,414.5		$	14,916.0		$	22,855.8		$	(32,836.0	)	$	16,350.3

LIABILITIES AND SHAREOWNERS’ EQUITY
Current Liabilities
Short-term borrowings	$	196.9		$	—		$	0.1		$	—		$	197.0
Current maturities of long-term debt		529.4			4.8			2.5			—			536.7
Accounts payable and accrued expenses		206.3			(39.3	)		2,536.4			—			2,703.4

Total Current Liabilities		932.6			(34.5	)		2,539.0			—			3,437.1
Intercompany Payables		1,568.7			8,508.7			7,738.2			(17,815.6	)		—
Long-Term Debt		1,713.7			1,025.1			166.9			—			2,905.7
Other Liabilities		(19.0	)		164.7			2,600.2			—			2,745.9
Accumulated other comprehensive (loss)		(167.8	)		(44.7	)		(59.8	)		—			(272.3	)
Other Shareowners’ Equity		7,386.3			5,296.7			9,812.8			(15,020.4	)		7,475.4
Non-controlling interests		—			—			58.5			—			58.5

Total Shareowners’ Equity		7,218.5			5,252.0			9,811.5			(15,020.4	)		7,261.6

Total Liabilities and Shareowners’ Equity	$	11,414.5		$	14,916.0		$	22,855.8		$	(32,836.0	)	$	16,350.3

Stanley Black & Decker, Inc.

Condensed Consolidating Balance Sheet

(Millions of Dollars)

December 31, 2011


	Parent Stanley Black & Decker, Inc.			The Black & Decker Corporation			Non- Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current Assets
Cash and cash equivalents	$	56.2		$	1.4		$	849.3		$	—		$	906.9
Accounts and notes receivable, net		97.8			—			1,455.4			—			1,553.2
Inventories, net		117.2			—			1,321.4			—			1,438.6
Other current assets		90.7			10.4			322.9			—			424.0

Total Current Assets		361.9			11.8			3,949.0			—			4,322.7
Property, Plant and Equipment, net		193.1			—			1,057.8			—			1,250.9
Goodwill and intangibles, net		181.9			1,623.5			8,231.7			—			10,037.1
Investment in Subsidiaries		10,410.8			4,174.9			—			(14,585.7	)		—
Intercompany Receivables		—			9,210.6			8,700.4			(17,911.0	)		—
Other Assets		35.8			55.2			247.3			—			338.3

Total Assets	$	11,183.5		$	15,076.0		$	22,186.2		$	(32,496.7	)	$	15,949.0

LIABILITIES AND SHAREOWNERS’ EQUITY
Current Liabilities
Short-term borrowings	$	—		$	—		$	0.2		$	—		$	0.2
Current maturities of long-term debt		523.8			—			2.6			—			526.4
Accounts payable and accrued expenses		382.3			(0.8	)		2,360.4			—			2,741.9

Total Current Liabilities		906.1			(0.8	)		2,363.2			—			3,268.5
Intercompany Payables		1,369.9			8,502.6			8,038.5			(17,911.0	)		—
Long-Term Debt		1,722.2			1,031.9			171.7			—			2,925.8
Other Liabilities		(32.3	)		167.2			2,553.0			—			2,687.9
Accumulated other comprehensive (loss)		(135.2	)		(45.9	)		(168.1	)		—			(349.2	)
Other Shareowners’ Equity		7,352.8			5,421.0			9,164.7			(14,585.7	)		7,352.8
Non-controlling interests		—			—			63.2			—			63.2

Total Shareowners’ Equity		7,217.6			5,375.1			9,059.8			(14,585.7	)		7,066.8

Total Liabilities and Shareowners’ Equity	$	11,183.5		$	15,076.0		$	22,186.2		$	(32,496.7	)	$	15,949.0

Stanley Black & Decker, Inc.

Condensed Consolidating Statements of Cash Flow

(Unaudited, Millions of Dollars)

Three Months Ended March 31, 2012


	Parent Stanley Black & Decker, Inc.			The Black & Decker Corporation			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(267.9	)	$	(27.9	)	$	263.5		$	—		$	(32.3	)
Investing Activities
Capital expenditures		(10.3	)		—			(51.2	)		—			(61.5	)
Business acquisitions, net of cash acquired		(93.8	)		—			(20.9	)		—			(114.7	)
Proceeds from sale of assets		0.9			—			1.0			—			1.9
Intercompany payables and receivables		175.4			185.0			—			(360.4	)		—
Proceeds on net investment hedge settlements		—			2.0			—			—			2.0

Cash (used in) provided by investing activities		72.2			187.0			(71.1	)		(360.4	)		(172.3	)
Financing Activities
Payments on long-term debt		(0.3	)		—			—			—			(0.3	)
Stock purchase contract fees		(0.8	)		—			—			—			(0.8	)
Net short-term borrowings (repayments)		196.9			—			(0.1	)		—			196.8
Cash dividends on common stock		(69.9	)		—			—			—			(69.9	)
Termination of interest rate swaps		15.2			20.6			—			—			35.8
Termination of forward starting interest rate swap		(56.4	)		—			—			—			(56.4	)
Proceeds from the issuance of common stock		64.6			—			—			—			64.6
Purchase of common stock for treasury		(10.9	)		—			—			—			(10.9	)
Intercompany payables and receivables		—			(161.4	)		(199.0	)		360.4			—

Cash (used in) provided by financing activities		138.4			(140.8	)		(199.1	)		360.4			158.9
Effect of exchange rate changes on cash and cash equivalents		—			—			22.4			—			22.4

Change in cash and cash equivalents		(57.3	)		18.3			15.7			—			(23.3	)
Cash and cash equivalents, beginning of period		56.2			1.4			849.3			—			906.9

Cash and cash equivalents, end of period	$	(1.1	)	$	19.7		$	865.0		$	—		$	883.6

Stanley Black & Decker, Inc.

Condensed Consolidating Statements of Cash Flow

(Unaudited, Millions of Dollars)

Three Months Ended April 2, 2011


	Parent Stanley Black & Decker, Inc.			The Black & Decker Corporation			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(236.5	)	$	184.4		$	172.4		$	—		$	120.3
Investing Activities
Capital expenditures		(17.6	)		—			(52.5	)		—			(70.1	)
Business acquisitions, net of cash acquired		—			—			(68.3	)		—			(68.3	)
Proceeds from sale of assets		—			—			23.8			—			23.8
Intercompany payables and receivables		100.1			137.6			—			(237.7	)		—
(Payments) on net investment hedge settlements		(18.4	)		(4.3	)		—			—			(22.7	)

Cash (used in) provided by investing activities		64.1			133.3			(97.0	)		(237.7	)		(137.3	)
Financing Activities
Payments on long-term debt		(0.5	)		—			—			—			(0.5	)
Stock purchase contract fees		(0.8	)		—			—			—			(0.8	)
Net short-term borrowings (repayments)		142.9			—			(1.5	)		—			141.4
Cash dividends on common stock		(68.6	)		—			—			—			(68.6	)
Proceeds from the issuance of common stock		55.4			—			—			—			55.4
Purchase of common stock for treasury		(0.7	)		—			—			—			(0.7	)
Intercompany payables and receivables		—			(319.2	)		81.5			237.7			—

Cash (used in) provided by financing activities		127.7			(319.2	)		80.0			237.7			126.2
Effect of exchange rate changes on cash and cash equivalents		—			—			28.8			—			28.8

Change in cash and cash equivalents		(44.7	)		(1.5	)		184.2			—			138.0
Cash and cash equivalents, beginning of period		(5.0	)		3.5			1,744.3			—			1,742.8

Cash and cash equivalents, end of period	$	(49.7	)	$	2.0		$	1,928.5		$	—		$	1,880.8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains statements reflecting the Company’s views about its future performance that constitute “forward-looking statements” under the Private Securities Litigation Act of 1995. There are a number of important factors that could cause actual results to differ materially from those indicated by such forward-looking statements. Please read the information under the caption entitled “Cautionary Statement under the Private Securities Litigation Reform Act of 1995.”

Throughout this Management’s Discussion and Analysis (“MD&A”), references to Notes refer to the notes to the (unaudited) condensed consolidated financial statements in Part 1 Item 1 of this Form 10-Q, unless otherwise indicated.

BUSINESS OVERVIEW

Strategy

Stanley Black & Decker Inc. is a diversified global provider of power and hand tools, mechanical access solutions (i.e. automatic doors, commercial and residential locking systems), electronic security and monitoring systems and products and services for various industrial applications. The Company is continuing to pursue a diversification strategy that involves industry, geographic and customer diversification to foster sustainable revenue, earnings and cash flow growth. The Company has four growth platforms: security (both convergent and mechanical), engineered fastening, infrastructure and healthcare solutions. The Company intends to focus on organic growth across all of its businesses, with the majority of acquisition-related investments being within the four growth platforms. Execution of this diversification strategy has entailed approximately $4.7 billion of acquisitions since 2002 (aside from the Black & Decker merger) and increased brand investment, enabled by strong cash flow generation.

Refer to the “Strategic Objectives” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Form 10-K for the year ended December 31, 2011 for additional strategic discussions.

Seasonality

Economic conditions impact our business and financial results, and certain of our segments experience seasonal and other trends related to the industries and end-markets that they serve. The CDIY segment typically has lower first quarter sales volume due to lower volumes at its major customers post the holiday selling season, as well as decreased end user construction activity during the cold weather winter months. These customers begin placing orders during February and March in anticipation of spring holidays and the early summer season. Most of these orders are shipped in the second and third quarters leading to a seasonal increase in revenue. The Company’s Security segment typically has lower first quarter sales volume due to the scheduling of installation jobs around inclement weather, and also due to the fact that the segment has a significant number of college and university customers who postpone work until the summer months when there are fewer students on campus. Seasonality has a much smaller impact on the Company’s Industrial segment.

Segments

The Company classifies its business into three reportable segments, which also represent its operating segments: Construction & Do It Yourself, Security, and Industrial.

CDIY

The CDIY segment is comprised of the professional power tool and accessories business, the consumer power tool business, which includes outdoor products, plumbing (Pfister) and the hand tools, fasteners & storage business. The segment sells its products to professional end users, distributors and retail consumers. The majority of sales are distributed through retailers, including home centers, mass merchants, hardware stores, and retail lumber yards. Revenues in the CDIY segment were $1.228 billion for the first three months of 2012, representing 46% of the Company’s total revenues.

The professional power tool and accessories business sells professional grade corded and cordless electric power tools and equipment including drills, impact wrenches and drivers, grinders, saws, routers and sanders. The business also sells power tool accessories which include drill bits, router bits, abrasives and saw blades.

The consumer power tool business sells corded and cordless power tools sold under the Black & Decker brand, lawn and garden products and home products. Lawn and garden products include hedge trimmers, string trimmers, lawn mowers, edgers, and related accessories. Home products include hand held vacuums, paint tools and cleaning appliances.

The plumbing products business sells plumbing fixtures primarily for residential use.

The hand tools, fasteners & storage business sells measuring and leveling tools, planes, hammers, demolition tools, knives, saws and chisels. Fastening products include pneumatic tools and fasteners including nail guns, nails, staplers and staples. Storage products include tool boxes, sawhorses and storage units.

Security

The Security segment is comprised of the CSS and the mechanical access solutions businesses. Revenues in the Security segment were $763 million for the first three months of 2012, representing 29% of the Company’s total revenues.

The CSS business designs, supplies and installs electronic security systems and provides electronic security services, including alarm monitoring, video surveillance, fire alarm monitoring, systems integration and system maintenance. Purchasers of these systems typically contract for ongoing security systems monitoring and maintenance at the time of initial equipment installation. The CSS business also sells healthcare solutions, which includes medical carts and cabinets, asset tracking solutions, infant protection, pediatric protection, patient protection, wander management, fall management, and emergency call products. The CSS business sells to consumers, retailers, educational, financial and healthcare institutions, as well as commercial, governmental and industrial customers. Products are sold predominantly on a direct sales basis.

The mechanical access solutions business sells and installs automatic doors, residential and commercial hardware, locking mechanisms, electronic keyless entry systems, keying systems, tubular and mortise door locksets. The mechanical access solutions business sells to both residential and commercial customers, with distribution through direct sales, through retailers (including home centers) and, through third party distributors.

Industrial

The Industrial segment is comprised of the industrial and automotive repair, engineered fastening and infrastructure businesses. Industrial segment revenues were $662 million for the first three months of 2012, representing 25% of the Company’s total revenues.

The industrial and automotive repair business sells hand tools, power tools, and engineered storage solution products. The business sells to industrial customers in a wide variety of industries and geographies. The products are distributed through third party distributors as well as a direct sales force.

The engineered fastening business primarily sells engineered fasteners designed for specific applications. The product lines include stud welding systems, blind rivets and tools, blind inserts and tools, drawn arc weld studs, engineered plastic fasteners, self-piercing riveting systems and precision nut running systems. The business sells to customers in the automotive, manufacturing, and aerospace industries, amongst others, and its products are distributed through direct sales forces.

The infrastructure business consists of the CRC - Evans business, and the Company’s hydraulics business. The business’s product lines include custom pipe handling machinery, joint welding and coating machinery, weld inspection services and hydraulic tools and accessories. The business sells to the oil and natural gas pipeline industry and other industrial customers. The products and services are primarily distributed through a direct sales force.

Acquisitions

2012 Acquisitions

In January 2012, the Company acquired Lista North America for $90 million, net of cash acquired. Lista’s storage and workbench solutions complement the Industrial & Automotive Repair division’s tool, storage, RFID, and specialty supply product and service offerings. Lista is being integrated into the Company’s Industrial segment.

2011 Acquisitions

In September 2011, the Company completed the acquisition of Niscayah Group AB for a total purchase price of $984.5 million. Niscayah is one of the largest access control and surveillance solutions providers in Europe. Niscayah’s integrated security solutions include video surveillance, access control, intrusion alarms and fire alarm systems, and its offerings include design and installation services, maintenance and repair, and monitoring systems. The acquisition expands and complements the Company’s existing security product offerings and further diversifies the Company’s operations and international presence. Management believes the acquisition of Niscayah will result in approximately $80 million in cost synergies by the end of 2013. Additionally, the acquisition is expected to provide a benefit of approximately $0.45 of earnings per diluted share (excluding expected acquisition related charges of $60 million to $80 million) by 2014, with $0.20 in 2012.

In September 2011, the Company acquired AlarmCap for $59 million, net of cash acquired. AlarmCap is one of the leading security alarm service providers in Canada, serving more than 79,000 residential and commercial customers. It offers customers a full suite of security and related monitoring products and services, including intrusion, smoke detection and environmental services. AlarmCap and Niscayah are being integrated into the Company’s Security segment.

In January 2011, the Company acquired InfoLogix for $60 million, net of cash acquired. Infologix is a leading provider of enterprise mobility solutions for the healthcare and commercial industries and adds an established provider of mobile workstations and asset tracking solutions to the Company’s existing healthcare solutions operations, which operates under the Company’s Security segment.

2011 Divestures

The Company sold three small businesses for total cash proceeds of $27 million. The largest of these businesses was part of the Company’s Industrial segment, with the other two businesses being part of the Company’s Security segment. Net sales associated with these businesses were $19.2 million in the first quarter of 2011. These businesses were sold as the related product lines provided limited growth opportunity or were not considered part of the Company’s core offerings. The operating results of these three businesses have been reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive Income for 2011.

Certain Items Impacting Earnings

Throughout MD&A, the Company has provided a discussion of the outlook and results both inclusive and exclusive of the merger and acquisition-related charges. The amounts and measures, including gross profit and segment profit, on a basis excluding such charges are considered relevant to aid analysis and understanding of the Company’s results aside from the material impact of the merger and acquisition-related charges; the measures are utilized internally by management to understand business trends, as once the aforementioned anticipated cost synergies from merger and acquisitions are realized, such charges are not expected to recur. The merger and acquisition-related charges are as follows:

First Quarter 2012 Merger and Acquisition-Related Charges

The Company reported $83 million in pre-tax charges in the first quarter of 2012 pertaining to merger and acquisition-related charges, as well as the charges associated with the previously announced $150 million in cost actions, which were comprised of the following:

•

$6 million in cost of sales primarily pertaining to facility closure-related charges;

•

$ 28 million in SG&A primarily for integration-related administrative costs and consulting fees, as well as employee related matters;

•

$ 12 million in other-net predominantly for transaction costs; and

•

$37 million in restructuring charges primarily for severance and the planned closures of facilities.

The tax effect on the above charges during the first quarter of 2012 was $21 million, resulting in an after-tax charge of $62 million, or $0.37 per diluted share.

First Quarter 2011 Merger and Acquisition-Related Charges

The Company reported $37 million in pre-tax merger and acquisition-related charges in the first quarter of 2011, pertaining to the merger and acquisition-related charges which were comprised of the following:

•

$6 million in cost of sales consisting of facility closure-related charges;

•

$16 million in SG&A for integration-related administrative costs and consulting fees;

•

$3 million in other-net for deal transaction costs; and

•

$12 million in restructuring charges primarily for severance as well as charges associated with the closure of facilities.

The tax effect on the above charges during the first quarter of 2011 was $9 million, resulting in after-tax merger and acquisition-related charges of $28 million, or $0.16 per diluted share.

2012 Outlook

This outlook discussion is intended to provide broad insight into the Company’s near-term earnings and cash flow generation prospects. The Company expects full year diluted earnings per share to approximate $4.71 to $4.97 in 2012, inclusive of $242 million of merger and acquisition-related charges as well as the charges associated with the previously announced $150 million in cost actions. Excluding such charges, 2012 earnings per dilutive share is expected to be in the range of $5.75 to $6.00. The Company expects full year free cash flow, excluding merger & acquisition related charges and payments, to approximate $1.2 billion. The 2012 outlook assumes that organic net sales will increase 1-2% on a pro-forma basis (assumes Niscayah was owned for the full year 2011); the Company will continue to execute on Black & Decker cost and revenue synergies, along with the cost synergies associated with the Niscayah integration; and the Company will deliver on proactive cost containment actions in addition to integration driven cost synergies.

In March 2010, Stanley completed a merger with Black & Decker. Management believes the merger represented a transformative event bringing together two highly complementary companies with iconic brands, rich business histories and common distribution channels, yet minimal product overlap. The merger also enabled a global offering in hand and power tools, as well as hardware, thus enhancing the Company’s value proposition to customers. The merger is expected to result in approximately $450 million ($485 million on an annualized basis) in cost synergies, which are expected to be achieved by the end of 2012 and which will help fuel future profit growth and facilitate global cost leadership. The Company is on track with the integration of Stanley and Black & Decker, and realized approximately $350 million of cost synergies through 2011. Additionally, revenue synergies from the merger are projected to be in the range of $300 million to $400 million by the end of 2013, which implies a benefit of approximately $0.35 — $0.50 of earnings per diluted share. Revenue synergies are predominantly being derived from geographic expansion, cross-selling opportunities and brand expansion.

RESULTS OF OPERATIONS

Terminology: The terms “organic” and “core” are utilized to describe results aside from the impact of acquisitions during their initial 12 months of ownership. This ensures appropriate comparability to operating results of prior periods.

Net Sales: Net sales were $2.653 billion in the first quarter of 2012 compared to $2.362 billion in the first quarter of 2011, representing an increase of $291 million, or 12%. Organic sales volume provided a 3% increase in net sales, the impact of acquisitions (primarily Niscayah and Lista), provided an additional 10% increase in net sales, while the unfavorable effects of foreign currency translation, most significantly in Europe, lead to a 1% decrease in net sales. The primary drivers of the organic volume growth continue to be new product introductions resulting in share gains and continued high growth rates in emerging markets, inclusive of continued revenue synergy realizations from the Black & Decker merger. On a geographic basis, organic sales increased 3% in the Americas (driven by 19% organic growth in Latin America) and 10% in Asia, while organic sales in Europe were largely flat. Excluding the engineered fastening business in Japan, which continues to recover from the continued effects of the first quarter 2011 Japanese earthquake and tsunami, organic sales in Asia were up 13% as compared to the first quarter of 2011.

The Company’s overall organic sales volume growth was driven by CDIY (3% organic volume growth) and the Industrial (7% organic volume growth) segments. CDIY’s organic volume growth was primarily due to continued success in Latin America, increasing customer demand in North America and the continued strength of professional power tools new product introductions. Organic sales volume growth in the Industrial segment was strong in each major business component and in most geographic regions, led by North America and emerging markets, due primarily to the success of new products, increased market share gains and the continued recovery of the global automotive market. Within the Security segment, overall organic sales were down slightly, as growth in the residential mechanical access solutions business was more than offset by weakness in the commercial portions of the business as well as softness in the pro forma CSS business.

Gross Profit: Gross profit was $986.0 million in the first quarter of 2012, compared to $877.4 million in the first quarter of 2011, or 37.2% of net sales for both periods. Merger and acquisition-related charges, which reduced gross profit, were approximately $6 million in both periods, resulting in gross profit rates excluding these charges of 37.4% of net sales in both periods. The 2012 gross profit rate reflects the positive impacts of productivity projects and cost synergies, both of which were offset by 2011 carryover commodity inflation that is expected to recede in the second half of 2012.

SG&A Expenses: SG&A, inclusive of the provision for doubtful accounts, was $679.0 million, or 25.6% of net sales, in the first quarter of 2012 compared to $601.7 million, or 25.5% of net sales, in 2011. Within SG&A, merger and acquisition-related compensation costs and integration-related expenses totaled $27.8 million in 2012 and $15.6 million in 2011. Excluding these merger and acquisition-related charges, SG&A was 24.5% of net sales in 2012 compared with 24.8% of net sales in the prior year. The favorable SG&A rate primarily reflects sales volume leverage and continued cost containment efforts.

Distribution center costs (i.e., warehousing and fulfillment facility and associated labor costs) are classified within SG&A. This classification may differ from other companies who may report such expenses within cost of sales. Due to diversity in practice, to the extent the classification of these distribution costs differs from other companies, the Company’s gross profits may not be comparable.

Corporate Overhead: The corporate overhead element of SG&A, which is not allocated to the business segments, amounted to $66.4 million, or 2.5% of net sales, in the first quarter of 2012 compared with $59.3 million, or 2.5% of net sales, in 2011. Excluding merger and acquisition-related charges, the corporate overhead element of SG&A was $48.9 million and $44.3 million in the first quarter of 2012 and 2011, respectively, or 1.8% of net sales in 2012 and 1.9% of net sales in 2011. The slight decline in SG&A as a percentage of net sales reflects a continued focus on cost containment efforts.

Other, net: Other, net expense amounted to $80.7 million in the first quarter of 2012 versus $52.5 million in the first quarter of 2011. The increase primarily pertains to approximately $10 million in incremental amortization expense from intangible assets associated with the Niscayah acquisition and $9 million of incremental merger and acquisition-related expenses discussed previously.

Interest, net: Net interest expense in the first quarter of 2012 was $31.2 million versus $29.6 million in 2011. The increase in interest expense, net mainly relates to the current mix of outstanding debt instruments and lower interest income.

Income Taxes: The Company recognized income tax expense of $36.6 million and $23.2 million resulting in an effective tax rate of 23.2% and 12.9% for the three month periods ended March 31, 2012 and April 2, 2011, respectively. The effective tax rate for the three month period ended March 31, 2012, of 23.2%, differs from the statutory tax rate primarily due to a portion of the Company’s earnings being realized in lower-taxed foreign jurisdictions. The effective tax rate for the three month period ended April 2, 2011, of 12.9%, differs from the statutory tax rate primarily due to both a portion of the Company’s earnings being realized in lower-taxed foreign jurisdictions and the inclusion of benefits attributable to the favorable settlement of certain tax contingencies amounting to $21.4 million (or $0.12 per diluted share). Excluding the favorable settlement of tax contingencies, the effective income tax rate for the three month period ended April 2, 2011 was 24.3%.

Business Segment Results

The Company’s reportable segments are aggregations of businesses that have similar products, services and end markets, amongst other factors. The Company utilizes segment profit (which is defined as net sales minus cost of sales and SG&A aside from corporate overhead cost), and segment profit as a percentage of net sales to assess the profitability of each segment. Segment profit excludes the corporate overhead expense element of SG&A, other-net (inclusive of intangible asset amortization expense), restructuring charges, interest income, interest expense and income tax expense. Corporate overhead is comprised of world headquarters facility expense, cost for the executive management team and the expense pertaining to certain centralized functions that benefit the entire Company, but are not directly attributable to the businesses, such as legal and corporate finance functions. Refer to Note N, Restructuring Charges, of the Notes to the Condensed Consolidated Financial Statements for the amount of restructuring charges attributable to each segment. As discussed previously, the Company’s operations are classified into three reportable segments, which also represent its operating segments: CDIY, Security, and Industrial.

The Company has included information as if certain acquisitions (primarily Niscayah) had occurred on January 1, 2011 for the three months ended April 2, 2011 (“pro-forma” information). This “pro-forma” analysis is provided to aid understanding of business trends compared to the prior year.

CDIY:


(Millions of Dollars)	2012			2011
Net sales	$	1,228.2		$	1,210.8
Segment profit	$	157.7		$	156.5
% of Net sales		12.8	%		12.9	%

CDIY net sales increased $17.4 million, or 1.4% in 2012 compared to 2011, due to 3% organic growth, partially offset by unfavorable foreign currency translation. The organic sales growth was a function of continued volume growth in Latin America and emerging markets, the continued benefits of the 18/20V MAX lithium ion launch in the second half of 2011, as well as, the 2012 launch of the 20V brushless line within the professional power tools and accessories product line. Other contributing factors for the first quarter 2012 growth includes the continued focus on revenue synergies from the Black & Decker merger and increases in sales of the newly launched DeWalt hand tool line, which began shipping to distributors in June of 2011.

Segment profit was $157.7 million, or 12.8% of net sales, for the first quarter of 2012, compared to $156.5 million or 12.9% of net sales in 2011. Segment profit was impacted by merger and acquisition-related charges totaling $3.3 million in the first quarter of 2012 pertaining to facility closure costs and $2.4 million in the corresponding 2011 period, also primarily related to facility closure costs. Excluding merger and acquisition-related charges, segment profit amounted to $161.0 million in the first quarter of 2012 which compares with $158.9 million in the first quarter of 2011, or 13.1% of net sales for both periods. The 2012 gross profit rate reflects the positive impacts of productivity projects, cost reduction actions and cost synergies, all of which were offset by 2011 carryover commodity inflation that is expected to recede in the second half of 2012.

Security:


(Millions of Dollars)	2012			2011
Net sales	$	762.7		$	549.8
Segment profit	$	91.6		$	73.4
% of Net sales		12.0	%		13.4	%

Security net sales increased $212.9 million, or 39%, from the first quarter of 2011. The impact of acquisitions, principally Niscayah, provided a 41% sales increase, while organic sales and foreign currency translation both resulted in a 1% decrease. On a pro forma basis, CSS organic sales were down 3% as modest growth in recurring monthly revenues in the North American market, were offset by installation declines in the European market and volume declines within healthcare product lines. CSS order backlog in North America increased in the quarter. The mechanical access solutions portion of the segment saw organic sales up 1% due to growth within the residential mechanical lock business driven by strength in the U.S. The growth in the residential market was partially offset by declines in the commercial mechanical lock markets due to weakness in the commercial distribution channels and increased pricing pressures from competitors, as well as installation delays at select national accounts within Access Technologies.

Security segment profit increased $18.2 million, with acquisitions (primarily Niscayah) being the primary driver of the increase in 2012. Excluding merger and acquisition-related charges of $10.4 million, segment profit was $102.0 million, or 13.4% of net sales, in the first quarter of 2012, which compares to $77.9 million, or 14.2% of net sales, in the first quarter of 2011 (excluding $4.5 million in merger and acquisition-related charges). The decline in segment profit, excluding merger and acquisition-related charges, is due to unrecovered cost inflation, volume declines and the temporary dilutive effect on the segment profit rate from recent acquisitions, partially offset by continued cost containment actions.

Industrial:


(Millions of Dollars)	2012			2011
Net sales	$	662.0		$	600.9
Segment profit	$	124.1		$	105.1
% of Net sales		18.7	%		17.5	%

Industrial sales of $662.0 million in the first quarter of 2012 increased 10% from $600.9 million in the first quarter of 2011. Organic sales growth of 7% was the primary driver of the increase, with the growth coming from the three primary businesses of the Industrial segment, Industrial and Automotive Repair (“IAR”), Engineered Fastening and Infrastructure. The impact of acquisitions, primarily Lista, provided 4% of the sales increase, while unfavorable foreign currency translation resulted in a 1% decline to sales. The engineered fastening business had 10% organic growth through vehicle platform gains, as manufacturers continue to shift towards lighter-weight materials, and in turn the Company’s stud-welding and self-piercing technologies. The IAR business achieved 4% organic growth due to increases in volume and pricing actions within emerging markets, continued growth in the Mac Tools mobile distribution channel, partially offset by declines in the European market, as well as, declines within the North American industrial distribution channel. Within Infrastructure, CRC-Evans provided 13% organic growth primarily from increasing service revenues within emerging markets and new offshore product offerings.

Industrial segment profit increased $19.0 million, or 18.1%, in the first quarter of 2012 compared to the first quarter of 2011. Excluding $2.0 million of merger and acquisition-related charges in the first quarter of 2012, the increase in segment profit was 150 basis points (there were no merger and acquisition charges affecting this segment in the first quarter of 2011). The strong improvement in the segment profit as well as the profit rate is primarily attributable to sales volume leverage within engineered fastening and CRC-Evans, cost synergies and cost containment across all Industrial businesses, all of which more than offset inflation and increases in product development spending.

RESTRUCTURING ACTIVITIES

At March 31, 2012, restructuring reserves totaled $93.8 million. A summary of the restructuring reserve activity from December 31, 2011 to March 31, 2012 is as follows (in millions):


	12/31/11		Net Additions		Usage			Currency		3/31/12
2012 Actions
Severance and related costs	$	—	$	33.5	$	(7.1	)	$	0.7	$	27.1
Facility closures		—		3.8		(1.0	)		0.1		2.9

Subtotal 2012 actions	$	—	$	37.3	$	(8.1	)	$	0.8	$	30.0


	12/31/11		Net Additions		Usage			Currency		3/31/12
Pre-2012 Actions
Severance and related costs	$	82.4	$	0.1	$	(19.6	)	$	0.7	$	63.6
Facility closures		1.7		—		(1.6	)		0.1		0.2

Subtotal Pre-2012 actions		84.1		0.1		(21.2	)		0.8		63.8

Total	$	84.1	$	37.4	$	(29.3	)	$	1.6	$	93.8

Of the $30.0 million of reserves remaining as of March 31, 2012 the majority are expected to be utilized in 2012.

Pre-2012 Actions: The vast majority of the remaining reserve balance of $63.8 million relating to pre-2012 actions is expected to be utilized in 2012.

FINANCIAL CONDITION

Liquidity, Sources and Uses of Capital: The Company’s primary sources of liquidity are cash flows generated from operations and available credit under the Company’s credit facilities.

Operating Activities: Cash flow used in operations was $32.3 million in the first quarter of 2012 compared to cash flow provided by operations of $120.3 million in the first quarter of 2011. The cash flows from operations were negatively impacted by merger and acquisition related charges and payments of $61.5 million and $13.8 million in 2012 and 2011, respectively. The other driver of lower operating cash flows in the first quarter of 2012, as compared to 2011, is higher accounts receivable generated by a strong March sales month within the CDIY segment. Working capital turns improved to 6.0 times for the first quarter of 2012, as compared to 5.6 times for the first quarter of 2011, due to continued process driven improvements from the Stanley Fulfillment System (“SFS”). SFS principles continue to be deployed across all businesses and regions to improve working capital efficiency over time. In 2012 and beyond, the Company plans to further leverage SFS to generate ongoing improvements both in the existing business and future acquisitions in working capital turns, cycle times, complexity reduction and customer service levels.

Free Cash Flow: Free cash flow, as defined in the following table, was an outflow of $93.8 million in the first quarter of 2012 compared to an inflow of $50.2 million in the corresponding 2011 period. Management considers free cash flow an important indicator of its liquidity, as well as its ability to fund future growth and provide a dividend to shareowners. Free cash flow does not include deductions for mandatory debt service, other borrowing activity, discretionary dividends on the Company’s common stock and business acquisitions, among other items.


	First Quarter
(Millions of Dollars)	2012			2011
Net cash (used in) provided by operating activities	$	(32.3)		$	120.3
Less: capital expenditures		(61.5	)		(70.1	)

Free cash (outflow) inflow	$	(93.8)		$	50.2

When merger and acquisition related charges and payments of $85.1 million and $13.8 million in 2012 and 2011, respectively, are added back to the Company’s free cash flow, the resulting amounts are free cash outflows of $8.7 million in 2012 and free cash inflows of $64.0 million in 2011.

Based on its demonstrated ability to generate cash flow from operations, as well as its strong balance sheet and credit position at March 31, 2012, the Company believes over the long term it has the financial flexibility to deploy capital to its shareowners’ advantage through a combination of acquisitions, dividends and potential share repurchases.

Investing Activities: Cash flow used in investing activities was $172.3 million in the first quarter of 2012 compared to $137.3 million in the first quarter of 2011. Capital and software expenditures were $61.5 million (inclusive of $23.6 million for merger and acquisition-related capital expenditures) in the first quarter of 2012, compared to $70.1 million of capital expenditures in 2011. The Company will continue to make capital investments that are necessary to drive organic growth, productivity and cost structure improvements as well as achieve merger and acquisition-related cost synergies while ensuring that such investments provide an appropriate return on capital employed.

Cash flows from business acquisitions and asset disposals in the first quarter of 2012 were $112.8 million compared to $44.5 million in 2011, the majority of which relates to the previously discussed acquisition of Lista.

Financing Activities: Cash flow provided by financing activities was $158.9 million in the first quarter of 2012 compared to $126.2 million in the first quarter of 2011. Net proceeds from short-term borrowings under the Company’s commercial paper program amounted to $196.8 million and $141.4 million in the first three months of 2012 and 2011, respectively. Cash proceeds from the issuance of common stock were $64.6 million and $55.4 million for the first quarter of 2012 and 2011, respectively. Cash dividends were $69.9 million and $68.6 million in the first quarter of 2012 and 2011, respectively. In 2012, the Company received $35.8 million from the termination of interest rate swaps, and paid $56.4 million in relation the termination of a forward starting interest rate.

Credit Ratings & Liquidity:

The Company maintains strong investment grade credit ratings from the major U.S. rating agencies on its senior unsecured debt (average A-) as well as its short-term commercial paper borrowings. There have been no changes to any of the ratings during 2012.

Failure to maintain strong investment grade rating levels could adversely affect the Company’s cost of funds, liquidity and access to capital markets, but would not have an adverse effect on the Company’s ability to access committed credit facilities. In March 2011, the Company entered into a new four year $1.2 billion committed credit facility (the “Credit Agreement”), which replaced all formerly existing credit facilities. Borrowings under the Credit Agreement may include U.S. Dollars up to the $1.2 billion commitment or in Euro or Pounds Sterling subject to a foreign currency sublimit of $400.0 million and bear interest at a floating rate dependent upon the denomination of the borrowing. Repayments must be made on March 11, 2015 or upon an earlier termination date of the Credit Agreement, at the election of the Company. The Company has not drawn on the commitments provided by the Credit Agreement. In July 2011, in connection with the Niscayah acquisition, the Company entered into a $1.25 billion 364 day credit facility (“Facility”). Borrowings under the Facility may include U.S. Dollars or Euros up to the commitment and bear interest at a floating rate dependent upon the denomination of the borrowing. The Facility decreased to $750 million (as per the terms of the agreement) in December 2011, where it will remain until it expires in July 2012, or upon an earlier termination date at the election of the Company. The Company has not drawn on the commitments provided by the Facility. These credit facilities are designated to be liquidity back-stops for the Company’s $2.0 billion commercial paper program.

As discussed in Note J, Equity Arrangements, in the third quarter of 2011, the Company entered into a forward share purchase contract on its common stock which obligates the Company to pay $350.0 million to the financial institution counterparty not later than August 2013, or earlier at the Company’s option, for the 5,581,400 shares purchased.

Cash and cash equivalents totaled $883.6 million as of March 31, 2012, with $30 million in the U.S. and the remainder in foreign jurisdictions. Concurrent with the Black & Decker merger, the Company made a determination to repatriate certain legacy Black & Decker foreign earnings, on which U.S. income taxes had not previously been provided. As a result of this repatriation decision, the Company has recorded a related deferred tax liability. Current plans and liquidity requirements do not demonstrate a need to repatriate other foreign earnings. Accordingly, all other undistributed foreign earnings of the Company are considered to be permanently reinvested, or will be remitted substantially free of additional tax, consistent with the Company’s overall growth strategy internationally, including acquisitions and long-term financial objectives (as demonstrated by the recent acquisition of Niscayah). No provision has been made for taxes that might be payable upon remittance of these undistributed foreign earnings. However, should management determine at a later point to repatriate additional foreign earnings, the Company would be required to accrue and pay taxes at that time.

OTHER MATTERS

Critical Accounting Estimates: There have been no significant changes in the Company’s critical accounting estimates during the first quarter of 2012. Refer to the “Other Matters” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Form 10-K for the year ended December 31, 2011 for a discussion of the Company’s critical accounting estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no significant change in the Company’s exposure to market risk during the first quarter of 2012. Refer to the “Market Risk” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Form 10-K for the year ended December 31, 2011 for further discussion.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of management, including the Company’s President and Chief Executive Officer and its Senior Vice President and Chief Financial Officer, the Company has, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined under Rule 13a-15(e) of the Exchange Act). Based upon that evaluation, the Company’s President and Chief Executive Officer and its Senior Vice President and Chief Financial Officer have concluded that, as of March 31, 2012, the Company’s disclosure controls and procedures are effective. There has been no change in the Company’s internal control over financial reporting that occurred during the first quarter of 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. In September 2011, the Company acquired a 99% interest in Niscayah AB for $984 million, net of cash acquired. Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting continues to exclude the internal controls of Niscayah. As part of the ongoing integration activities, the Company is continuing to incorporate its controls and procedures into Niscayah.

CAUTIONARY STATEMENT

Under the Private Securities Litigation Reform Act of

1995

Certain statements contained in this Quarterly Report on Form 10-Q that are not historical, including, but not limited to, the statements regarding the Company’s ability to: (i) achieve approximately $80 million in cost synergies in connection with the Niscayah acquisition by the end of 2013 and a benefit of approximately $0.45 of earnings per diluted share (excluding expected acquisition related charges of $60 million to $80 million) by 2014, with $0.20 in 2012; (ii) achieve full year diluted earnings per share of approximately $4.71 to $4.97 in 2012, inclusive of $242 million of merger and acquisition-related charges as well as the charges associated with the previously announced $150 million in cost actions.; and excluding such charges, 2012 earnings per dilutive share is expected to be in the range of $5.75 to $6.00; (iii) achieve full year 2012 free cash flow, excluding merger & acquisition related charges and payments, to approximate $1.2 billion; (iv) realize approximately $450 million ($485 million on an annualized basis) in cost synergies by the end of 2012 and which will help fuel future profit growth and facilitate global cost leadership; and (v) realize revenue synergies from the Black & Decker merger in the range of $300 million to $400 million by the end of 2013, which implies a benefit of approximately $0.35 — $0.50 of earnings per diluted share (collectively, the “Results”); are “forward-looking statements” and are based on current expectations.

These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. There are a number of risks, uncertainties and important factors that could cause actual results to differ materially from those indicated by such forward-looking statements. In addition to any such risks, uncertainties and other factors discussed elsewhere herein, the risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied in the forward looking statements include, without limitation, those set forth under Part I Item 1A Risk Factors in the Company’s Form 10-K for the year ended December 31, 2011 (together with any material changes thereto contained in subsequent filed Quarterly Reports on Form 10-Q); those contained in the Company’s other filings with the Securities and Exchange Commission; and those set forth below.

The Company’s ability to deliver the Results is dependent upon: (i) successfully executing the integration of the Niscayah business and achieving the synergies and other results expected from the Niscayah transaction; (ii) the Company’s ability to successfully execute the integration and achieve the synergies, capitalize on growth opportunities and achieve the anticipated results of the combination with Black & Decker; (iii) the Company’s success at limiting merger-related charges; (iv) the Company’s ability to achieve working capital benefits and limit restructuring and other payments in connection with the Black & Decker merger; (v) the Company’s ability to achieve organic net sales increase of 1-2% on a pro-forma basis (assumes Niscayah was owned for the full year 2011); (vi) the Company’s ability to make capital investments that are necessary to drive productivity and cost structure improvements while insuring that such investments provide a return on capital employed ;(vii) the success of the Company’s efforts to expand its tools and security businesses; (viii) the success of the Company’s efforts to build growth platforms and market leadership in electronic Securities Solutions, Infrastructure and Healthcare; (ix) the Company’s success in developing and introducing new and high quality products, growing sales in existing markets, identifying and developing new markets for its products and maintaining and building the strength of its brands; (x) the continued acceptance of technologies used in the Company’s products, including electronic Security Solutions, Infrastructure and Healthcare products; (xi) the Company’s ability to manage existing Sonitrol and Mac Tools franchisee and distributor relationships; (xii) the Company’s ability to minimize costs associated with any sale or discontinuance of a business or product line, including any severance, restructuring, legal or other costs; (xiii) the proceeds realized with respect to any business or product line disposals; (xiv) the extent of any asset impairments with respect to any businesses or product lines that are sold or discontinued; (xv) the success of the Company’s efforts to manage freight costs, steel and other commodity costs; (xvi) the Company’s ability to sustain or increase prices, including the acceptance thereof by end customers, in order to, among other things, offset or mitigate the impact of steel, freight, energy, non-ferrous commodity and other commodity costs and any inflation increases; (xvii) the Company’s ability to generate free cash flow and maintain a strong debt to capital ratio, including focusing on reduction of debt as determined by management; (xviii) the Company’s ability to identify and effectively execute productivity improvements and cost reductions, while minimizing any associated restructuring charges; (xix) the Company’s ability to obtain favorable settlement of routine tax audits; (xx) the ability of the Company to generate earnings sufficient to realize future income tax benefits during periods when temporary differences become deductible; (xxi) the continued ability of the Company to access credit and capital markets under satisfactory terms; and (xxii) the Company’s ability to negotiate satisfactory payment terms under which the Company buys and sells goods, services, materials and products.

The Company’s ability to deliver the Results is also dependent upon: (i) the success of the Company’s marketing and sales efforts; (ii) the ability of the Company to maintain or improve production rates in the Company’s manufacturing facilities, respond to significant changes in product demand and fulfill demand for new and existing products; (iii) the Company’s ability to continue improvements in working capital; (iv) the ability to continue successfully managing and defending claims and litigation; (v) the success of the Company’s efforts to mitigate (such as customer price increases) any cost increases generated by, for example, increases in the cost of energy or significant Chinese Renminbi or other currency appreciation or revaluation; (vi) the geographic distribution of the Company’s earnings; and (v) commitment to and success of SFS.

The Company’s ability to achieve the Results will also be affected by external factors. These external factors include: pricing pressure and other changes within competitive markets; the continued consolidation of customers particularly in consumer channels; inventory management pressures on the Company’s customers; the impact the tightened credit markets may have on the Company or its customers or suppliers; the extent to which the Company has to write-off accounts receivable or assets or experiences supply chain disruptions in connection with bankruptcy filings by customers or suppliers; increasing competition; changes in laws, regulations and policies that affect the Company, including, but not limited to trade, monetary, tax and fiscal policies and laws; the timing and extent of any inflation or deflation; currency exchange fluctuations; the impact of dollar/foreign currency exchange and interest rates on the competitiveness of products and the Company’s debt program; the strength of the U.S. and European economies; the extent to which world-wide markets associated with homebuilding and remodeling deteriorate; the impact of events that cause or may cause disruption in the Company’s manufacturing, distribution and sales networks such as war, terrorist activities, and political unrest; and recessionary or expansive trends in the economies of the world in which the Company operates.

Unless required by applicable securities laws, the Company undertakes no obligation to publicly update or revise any forward looking statements to reflect events or circumstances that may arise after the date hereof. Readers are advised, however, to consult any further disclosures made on related subjects in the Company’s reports filed with the Securities and Exchange Commission.

PART II — OTHER INFORMATION

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors as disclosed in the Company’s Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on February 23, 2012.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information about the Company’s purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the three months ended March 31, 2012:


2012	(a) Total Number Of Shares Purchased		Average Price Paid Per Share		Total Number Of Shares Purchased As Part Of A Publicly Announced Program		Maximum Number Of Shares That May Yet Be Purchased Under The Program
January 1 – February 4		1,375	$	67.89		—		—
February 5 – March 3		143,681		75.19		—		—
March 4 – March 31		—		—		—		—

		145,056	$	75.13

As of March 31, 2012, 7.8 million shares of common stock remain authorized for repurchase (out of the prior December 12, 2007 authorization of the repurchase of 10.0 million shares), of which 5.6 million shares are reserved for purchase in connection with the forward share purchase contract, entered into in the third quarter of 2011 (as discussed in Note J, Equity Arrangements). The forward share purchase contract obligates the Company to pay $350.0 million to the financial institution counterparty and take title to the shares not later than August 2013 or earlier at the Company’s option. The Company may continue to repurchase shares in the open market or through privately negotiated transactions from time to time pursuant to this prior authorization to the extent management deems warranted based on a number of factors, including the level of acquisition activity, the market price of the Company’s common stock and the current financial condition of the Company.

(a)	The shares of common stock in this column were deemed surrendered to the Company by participants in various benefit plans of the Company to satisfy the participants’ taxes related to vesting or delivery of time vesting restricted share units under those plans.

ITEM 6. EXHIBITS


	(3)(i)			Restated Certificate of Incorporation dated September 15, 1998, together with the (a) Certificate of Amendment to the Restated Certificate of Incorporation dated December 21, 2009; (b) Certificate of Amendment to the Restated Certificate of Incorporation dated March 12, 2010; (c) Certificate of Amendment to the Restated Certificate of Incorporation dated November 5, 2010; and (d) Certificate of Amendment to the Restated Certificate of Incorporation dated April 17, 2012.

	(ii)			Amended and Restated Bylaws dated April 17, 2012.

	(11)			Statement re-computation of per share earnings (the information required to be presented in this exhibit appears in Note C to the Company’s Condensed Consolidated Financial Statements set forth in this Quarterly Report on Form 10-Q).

	(31)(i)(a)			Certification by Chief Executive Officer pursuant to Rule 13a-14(a).

	(i)(b)			Certification by Chief Financial Officer pursuant to Rule 13a-14(a).

	(32)(i)			Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	(ii)			Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	(101)			The following materials from Stanley Black & Decker Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2012 and April 2, 2011 (ii) Condensed Consolidated Balance Sheets at March 31, 2012 and December 31, 2011, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and April 2, 2011, and (iv) Notes to (Unaudited) Condensed Consolidated Financial Statements**.

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit (3)(i)

FILING #0001892300 PG 03 OF 12 VOL B-00219

FILED 09/15/1998 01:50 PM PAGE 02087

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

RESTATED CERTIFICATE OF INCORPORATION

OF THE STANLEY WORKS

Section 1 . That The Stanley Works, a corporation organized and hitherto and still conducting its business under the joint stock laws of this state, and located and having its principal office at New Britain, may, and shall hereafter, have the right to exercise its corporate franchise, and have and enjoy all the rights, powers and privileges herein granted, and whenever it shall have accepted this resolution by a vote of its shareholders, at a meeting duly called for that purpose, may conduct and carry on its business under the provisions hereof, exclusively, in the same way and manner and to the same extent in all respects as if said corporation had been originally organized under a charter containing like provisions; and the capital stock of said corporation, the shareholders therein, and the number of shares by them respectively held, shall be the same as now existing in said joint stock corporation, inclusive of original and increased capital stock thereof.

Section 2 . Said Stanley Works shall be and remain a body politic and corporate by the name of The Stanley Works, located at said New Britain, and shall have and enjoy its said corporate franchise, and all the rights and privileges herein granted, for the purpose of manufacturing, buying, and selling, and dealing in all kinds of metal and hardware, and all articles composed in whole or in part of metal, wood, or other substance, which it shall deem expedient, and to do such other things as are incident to the prosecution of said business, and to exercise such mercantile powers as may be convenient and necessary for the successful prosecution of said business, and in and by said corporate name said corporation shall be and is hereby vested with the title to all the goods, chattels, lands, buildings, machinery, property, choses in action, trademarks, and effects of whatever nature heretofore acquired by and now belonging to said corporation, and is hereby authorized and empowered in addition thereto to purchase, take, hold, occupy, and enjoy to itself and assigns any such property, real, personal, or of whatever other nature, including letters patent, as will enable it the better to carry on said business to advantage, and the same may manage, control, convey, lease, sell, and dispose of at pleasure, and may take and execute leases of real estate.

- 1 -

FILING #0001892300 PG 04 OF 12 VOL B-00219

FILED 09/15/1998 01:50 PM PAGE 02088

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

Section 3 . The stock of said corporation shall consist of 210,000,000 shares, divided into 200,000,000 common shares of the par value of $2.50 per share and 10,000,000 preferred shares, without par value. The Board of Directors is authorized to fix and determine the terms, limitations and relative rights and preferences of the preferred shares including, without, limitation, any voting rights thereof, to divide the preferred shares into and to issue the same in series to fix and determine the variations among series to the extent permitted by law, and, within the limits from time to time, of the authorized but unissued common shares to provide that preferred shares, or any series thereof, may be convertible into the same or a different number of common shares.

Shareholders, whether of common or preferred shares, shall have no pre-emptive rights with respect to any of the common or preferred shares. Upon conversion of preferred shares into common shares, the preferred shares surrendered in such conversion shall be retired unless the Board of Directors takes specific action that the same be canceled.

Without limiting the powers now possessed by it, said corporation is vested with all the privileges and powers enumerated in the general corporation laws of this state as now existing or hereafter amended. Its officers and directors shall have the powers given to directors and officers of corporations in said general corporation laws. Said corporation is authorized to add to and otherwise amend its corporate powers and purposes in the extent and manner permitted to corporations organized under said general corporation laws, provided that the subject matter of such changes could have been lawfully inserted in the original certificate of incorporation of a corporation organized under said general corporation laws and provided further that certificates of such changes be filed with the secretary of the state as therein provided.

Section 4 . The stock, property and affairs of said corporation shall be managed by a Board consisting of not less than nine nor more then eighteen directors, the exact number to be determined by the Board of Directors from time to time. The Board of Directors shall be divided into three classes designated Class I, Class II and Class III. Such classes shall be as nearly equal in number as the then total number of directors constituting the entire Board permits. At the 1983 Annual Meeting of Shareholders, or any special meeting in lieu thereof, four Class I, five Class II and five Class III directors shall be elected for initial terms expiring at the next succeeding annual meeting, the second succeeding annual

- 2 -

FILING #0001892300 PG 05 OF 12 VOL B-00219

FILED 09/15/1998 01:50 PM PAGE 02089

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

meeting and the third succeeding annual meeting, respectively, and when their respective successors are elected and qualified. At each annual meeting of shareholders after 1983, the directors chosen to succeed those in the class whose terms expire shall be elected by shareholders for terms expiring at the third succeeding annual meeting after election, or for such lesser term as may be appropriate in the particular case in order to assure that the number of directors in each class shall remain constant, and when their respective successors are elected and qualified. The directors may increase the number of directorships by the concurring vote of directors holding a majority of the directorships. Any vacancy on the Board that is created by an increase in the number of directors may be filled for the unexpired term by the concurring vote of directors holding a majority of the directorships, which number of directorships shall be the number prior to the vote on the increase. Any other vacancy which occurs on the Board may be filled for the unexpired term by the concurring vote of a majority of the remaining directors in office, though such remaining directors are less than a quorum, and though such majority is less than a quorum, or by action of the sole remaining director in office. Newly created directorships or any decrease in directorships resulting from increases or decreases in the number of directors shall be so apportioned among the classes of directors as to make all the classes as nearly equal in number as possible. No reduction of the number of directorships shall remove or shorten the term of any director in office.

Any director may be removed from office but only for cause by the affirmative vote of the holders of at least a majority of the voting power of the shares entitled to vote for the election of directors, considered for this purpose as one class.

Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred stock issued by said corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of shareholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by any terms of this Certificate of Incorporation of said corporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Section 4 unless expressly provided by such terms.

In the event of a vacancy among the directors so elected by the holders of preferred stock, the remaining preferred directors may fill the vacancy for the unexpired term.

- 3 -

FILING #0001892300 PG 06 OF 12 VOL B-00219

FILED 09/15/1998 01:50 PM PAGE 02090

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

Section 5 . The existing by-laws of said corporation shall continue in force until the same are altered or repealed by the Board of Directors or a vote of the shareholders; the shareholders, at any legal meeting, shall have power to alter or repeal said by-laws, and to make or establish such other by-laws, rules and regulations, nut inconsistent with the laws of this state or with Section 10 of this Certificate of Incorporation, as they may deem expedient for the management of the affairs of the corporation, and may alter or repeal the same; and said directors may, as often as the interests of the shareholders require and the affairs of said corporation will permit, declare a dividend of profits on each share, which shall be paid by the treasurer of said corporation.

Section 6 : (a) The affirmative vote of the holders of not less than 80% of the outstanding shares of capital stock of the corporation entitled to vote shall be required for the approval or authorization of any “Business Combination” (as hereinafter defined) involving an “Interested Shareholder” (as hereinafter defined); provided, however, that the 80% voting requirement shall not be applicable if:

(1) The “Continuing Directors” (as hereinafter defined) of the corporation by a two-thirds vote have expressly approved such Business Combination either in advance of or subsequent to such Interested Shareholder’s having become an Interested Shareholder; or

(2) The following conditions are satisfied:

(A) The aggregate amount of the cash and the “Fair Market Value” (as hereinafter defined) of the property, securities or “Other Consideration” (as hereinafter defined) to be received per share by holders of capital stock of the corporation in the Business Combination, other than the Interested Shareholder involved in the Business Combination, is not less than the “Highest Per Share Pries” or the “Highest Equivalent Price” (as hereinafter defined) paid by the Interested Shareholder in acquiring any of its holdings of the corporation’s capital stock; and

(B) A proxy statement complying with the requirements of the Securities Exchange Act of 1934, as amended, shall have been mailed to all shareholders of the corporation for the purpose of soliciting shareholder approval of the Business Combination. The proxy statement shall contain at the front thereof, in a prominent place, the position of the Continuing Directors as to the advisability (or

- 4 -

FILING #0001892300 PG 07 OF 12 VOL B-00219

FILED 09/15/1998 01:50 PM PAGE 02091

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

inadvisability) of the Business Combination and, if deemed advisable by a majority of the Continuing Directors, the opinion of an investment banking firm selected by the Continuing Directors as to the fairness of the terms of the Business Combination, from the point of view of the holders of outstanding shares of capital stock of the corporation other than any Interested Shareholder.

Such 80% vote shall be required notwithstanding the fact that no vote may be required or that a lesser percentage may be specified by law or in any agreement with any national securities exchange or otherwise.

(b) For purposes of this Section 6:

(1) The term “Business Combination” shall mean

(A) any merger, consolidation or share exchange of the corporation or a subsidiary of the corporation with or into an Interested Shareholder, in each case without regard to which entity is the surviving entity;

(B) any sale, lease, exchange, transfer or other disposition, including without limitation a mortgage or any other security device, of all or any “Substantial Part” (as hereinafter defined) of the assets of the corporation (including without limitation any voting securities of a subsidiary of the corporation) or a subsidiary of the corporation to an Interested Shareholder (in one transaction or a series of transactions);

(C) any sale, lease, exchange, transfer or other disposition, including without limitation a mortgage or any other security device, of all or any Substantial Part of the assets of an Interested Shareholder to the corporation or a subsidiary of the corporation;

(D) the issuance or transfer of any securities of the corporation or a subsidiary of the corporation by the corporation or any of its subsidiaries to an Interested Shareholder (other than an issuance or transfer of securities which is effected on a pro rata basis to all shareholders of the corporation);

(E) any recapitalization that would have the effect of increasing the voting power of an Interested Shareholder;

- 5 -

FILING #0001892300 PG 08 OF 12 VOL B-00219

FILED 09/15/1998 01:50 PM PAGE 02092

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(F) the issuance or transfer by an Interested Shareholder of any securities of such Interested Shareholder to the corporation or a subsidiary of the corporation (other than an issuance or transfer of securities which is effected on a pro rata basis to all shareholders of the Interested Shareholder);

(G) the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by or on behalf of an Interested Shareholder; or

(H) any agreement, contract or other arrangement providing for any of the transactions described in this definition of Business Combination.

(2) The term “Interested Shareholder” shall mean and include any individual, partnership, corporation or other person or entity which, as of the record date for the determination of shareholders entitled to notice of and to vote on any Business Combination, or immediately prior to the consummation of such transaction, together with its “Affiliates” and “Associates” (as defined in Rule l2b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect at the date of the adoption of this Article by the shareholders of the corporation [collectively, and as so in effect, the “Exchange Act”]), are “Beneficial Owners” (as defined in Rule 13d-3 of the Exchange Act) in the aggregate of 10% or more of the outstanding shares of any class of capital stock of the corporation, and any Affiliate or Associate of any such individual, corporation, partnership or other person or entity. Notwithstanding any provision of Rule 13d-3 to the contrary, an entity shall be deemed to be the Beneficial Owner of any share of capital stock of the corporation that such entity has the right to acquire at any time pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise.

(3) The term “Substantial Part” shall mean more than 20% of the fair market value, as determined by two-thirds of the Continuing Directors, of the total consolidated assets of the corporation and its subsidiaries taken as a whole as of the end of its most recent fiscal year ended prior to the time the determination is being made.

- 6 -

FILING #0001892300 PG 09 OF 12 VOL B-00219

FILED 09/15/1998 01:50 PM PAGE 02093

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(4) The term “Other Consideration” shall include, without limitation, Common Stock or other capital stock of the corporation retained by shareholders of the corporation other than Interested Shareholders or parties to such Business Combination in the event of a Business Combination in which the corporation is the surviving corporation.

(5) The term “Continuing Director” shall mean a director who is unaffiliated with any Interested Shareholder and either (A) was a member of the Board of Directors of the corporation immediately prior to the time that the Interested Shareholder involved in a Business Combination became an Interested Shareholder or (B) was designated (before his or her initial election or appointment as director) as a Continuing Director by a majority of the then Continuing Directors.

(6) The terms “Highest Per Share Price” and “Highest Equivalent Price” as used in this Section 6 shall mean the following: if there is only one class of capital stock of the corporation issued and outstanding, the Highest Per Share Price shall mean the highest price that can be determined to have been paid at any time by the Interested Shareholder for any share or shares of that class of capital stock. If there is more than one class of capital stock of the corporation issued and outstanding, the Highest Equivalent Price shall mean with respect to each class and series of capital stock of the corporation, the amount determined by a majority of the Continuing Directors, on whatever basis they believe is appropriate, to be the highest per share price equivalent of the Highest Per Share Price that can be determined to have been paid at any time by the Interested Shareholder for any share or shares of any class of securities of capital stock of the corporation. In determining the Highest Per Share Price and Highest Equivalent Price, all purchases by the Interested Shareholder shall be taken into account regardless of whether the shares were purchased before or after the Interested Shareholder became an Interested Shareholder. Also, the Highest Per Share Price and the Highest Equivalent Price shall include any brokerage commissions, transfer taxes, soliciting dealers’ fees and other expenses paid by the Interested Shareholder with respect to the shares of capital stock of the corporation acquired by the Interested Shareholder. In the case of any Business Combination with an Interested Shareholder the Continuing Directors shall determine the Highest Per Share Price and the Highest Equivalent Price for each class and series of capital stock of the corporation.

- 7 -

FILING #0001892300 PG 10 OF 12 VOL B-00219

FILED 09/15/1998 01:50 PM PAGE 02094

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(7) The term “Fair Market Value” shall mean (A) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a two-thirds vote of the Continuing Directors in good faith; and (B) in the case of property other than stock or cash, the fair market value of such property on the date in question as determined by a two-thirds vote of the Continuing Directors in good faith.

(c) The determination of the Continuing Directors as to Fair Market Value, Highest Per Share Price, Highest Equivalent Price, and the existence of an Interested Shareholder or a Business Combination shall be conclusive and binding.

(d) Nothing contained in this Section 6 shall be construed to relieve any Interested Shareholder from any fiduciary obligation imposed by law.

(e) The fact that any Business Combination complies with the provisions of paragraph (a) (2) of this Section 6. shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve such Business Combination or recommend its adoption or approval to the shareholders of the corporation, nor shall such compliance limit, prohibit or otherwise restrict in any manner the Board of Directors, or any member thereof, with respect to evaluations of or actions and responses taken with respect to such Business Combination.

(f) Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the

- 8 -

FILING #0001892300 PG 11 OF 12 VOL B-00219

FILED 09/15/1998 01:50 PM PAGE 02095

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

corporation, the affirmative vote of the holders of not less than 80% of the outstanding shares of capital stock shall be required to amend, alter, change, or repeal, or adopt any provisions inconsistent with, this Section 6.

Section 7 . Said corporation by vote of its directors may, from time to time, acquire and hold its own stock for distribution among its employees, and may so distribute and sell such stock at not less than par among such of its employees, not including any director, as in the judgment of its directors will best promote the interests of said company or the welfare of its employees, in such manner and upon such terms as said directors may by vote determine, provided said corporation shall not at any time acquire or hold more than ten percentum of its outstanding capital stock for such purposes, and provided no such stock shall be acquired when said company is insolvent or so as to render it immediately insolvent. Said corporation shall not vote upon shares of its own stock so acquired or held.

Section 8 . Said company is hereby authorized to transmit power, for use in its manufacturing business only, from the town of Kent to its manufacturing plant in New Britain by means of poles, wires, fixtures, or otherwise, over land or private rights of way which it may purchase from the owners thereof or persons interested therein, and in so doing may cross over highways with its wires, without running along said highways, however; said rights to cross such highways to be exercised in conformity with the provisions of sections 3903 to 3910, both inclusive, of the general statutes.

Section 9 . (The act validating certain conveyances from the American Tube and Stamping Company to The Stanley Works approved April 12, 1927 and an act validating a conveyance from The Stanley Works to Northeastern Steel Corporation approved April 20, 1955 are both omitted because no longer significant as a part of the Certificate of Incorporation of The Stanley Works.)

Section 10 . Except to the extent prohibited by law, the Board of Directors shall have the right (which, to the extent exercised, shall be exclusive) to establish the rights, powers, duties, rules and procedures that from time to time shall govern the Board of Directors and each of its members, including without limitation the vote required for any action by the Board of Directors, and that from time to time shall affect the directors’ power to manage the business and affairs of the corporation; and no bylaw shall be adopted by shareholders which shall impair or impede the implementation of the foregoing.

- 9 -

FILING #0001892300 PG 12 OF 12 VOL B-00219

FILED 09/15/1998 01:50 PM PAGE 02096

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

Section 11 . A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages in excess of the compensation received by the director for serving the corporation during the year of the violation to the extent such exemption from liability is permitted under the Connecticut Stock Corporations Act as the same exists. If the Connecticut Stock Corporations Act is amended hereafter to authorize corporate action further limiting or eliminating the personal liability of directors for monetary damages, then the liability of a director of the corporation shall be limited or eliminated to the fullest extent permitted by the amended Connecticut Stock Corporations Act. Any repeal or modification of this Section or adoption of an inconsistent provision shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

- 10 -


STATE OF CONNECTICUT	}	SS.HARTFORD
OFFICE OF THE SECRETARY OF THE STATE
I hereby certify that this is a true copy of record in this Office In Testimony whereof, I have hereunto set my hand, and affixed, the Seal of said State, at Hartford, this 11 ^th day of February A.D. 2010

/s/ Susan Bysiewicz
SECRETARY OF THE STATE


		FILING #0004069781 PG 01 OF 09 VOL B-01356
		FILED 12/22/2009 01:17 PM PAGE 03594
		SECRETARY OF THE STATE
		CONNECTICUT SECRETARY OF THE STATE

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

THE STANLEY WORKS

The Stanley Works, a corporation organized and existing under the Connecticut Business Corporation Act (the “ CBCA ”), does hereby certify:

1: The name of the corporation is The Stanley Works (the “ Corporation ”).

2: The Restated Certificate of Incorporation is amended by the addition of the provisions set forth on Exhibit A hereto, to immediately follow Section 3 and immediately precede Section 4 of the Corporation’s Restated Certificate of Incorporation.

3: The amendment was adopted by resolution of the Board of Directors on December 10, 2009, which further confirmed, adopted and approved the actions of the Board of Directors on January 31, 1996.

4: The amendment was approved by the Board of Directors. No Shareholder approval was required.

[Signature page follows]

FILING #0004069781 PG 02 OF 09 VOL B-01356

FILED 12/22/2009 01:17 PM PAGE 03595

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be duly executed this 21st day of December, 2009.


THE STANLEY WORKS

By:		/s/ Kathryn P. Sherer
Name:		Kathryn P. Sherer
Title:		Assistant Secretary

FILING #0004069781 PG 03 OF 09 VOL B-01356

FILED 12/22/2009 01:17 PM PAGE 03596

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

Exhibit A

Text of Amendment

“Section 3A. There shall be a series of Preferred Stock, without par value, of said corporation having the voting powers, designation, preferences and relative, participating, optional and other special rights and the qualifications, limitations and restrictions of such rights, to the extent that the foregoing are not set forth elsewhere in this Certificate of Incorporation, as follows:

(a) Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred Stock” and the number of shares constituting such series shall be 1,100.000.

(b) Dividends and Distributions.

(1) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of February, May. August and November in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $20 or (b) subject to the provision for adjustment hereinafter set forth, 200 times the aggregate per share amount of all cash dividends, and 200 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock. $2.50 par value, of said corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event said corporation shall at any time (i) declare any dividend on Common Stock payable in shares of Common Stock. (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in a reclassification of the outstanding Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (a) and clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

FILING #0004069781 PG 04 OF 09 VOL B-01356

FILED 12/22/2009 01:17 PM PAGE 03597

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(2) The corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph (1) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $20 per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(3) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record dale for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

(c) Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights:

(1) Subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 200 votes on all matters submitted to a vote of the shareholders of said corporation. In the event said corporation shall at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in a reclassification of the outstanding Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

FILING #0004069781 PG 05 OF 09 VOL B-01356

FILED 12/22/2009 01:17 PM PAGE 03598

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(2) Except as otherwise provided herein or by law, the holders of shares of Series A Junior Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of said corporation.

(3) (A) If at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, the holders of Series A Junior Participating Preferred Stock shall have the right to elect two (2) Directors.

(B) During any default period, such voting right of the holders of Series A Junior Participating Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (c)(3)(C) of this Section 3A or at any annual meeting of shareholders, and thereafter at annual meetings of shareholders, provided that such voting right shall not be exercised unless the holders of ten percent (10%) in number of shares of Series A Junior Participating Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Series A Junior Participating Preferred Stock of such voting right. At any meeting at which the holders of Series A Junior Participating Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) Directors or, if such right is exercised at an annual meeting, to elect two (2) Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Series A Junior Participating Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Series A Junior Participating Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Series A Junior Participating Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Junior Participating Preferred Stock.

(C) Unless the holders of Series A Junior Participating Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any person owning in the aggregate not less than ten percent (10%) of the total number of shares of Series A Junior Participating Preferred Stock outstanding (except as otherwise required under the laws of the State of Connecticut) may request, the

FILING #0004069781 PG 06 OF 09 VOL B-01356

FILED 12/22/2009 01:17 PM PAGE 03599

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

calling of a special meeting of the holders of Series A Junior Participating Preferred Stock, which meeting shall thereupon be called by the Chairman of the Hoard, the President, a Vice President or the Secretary of said corporation. Notice of such meeting and of any annual meeting at which holders of Series A Junior Participating Preferred Stock are entitled to vote pursuant to this subparagraph (e)(3)(C) shall be given to each holder of record of Series A Junior Participating Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of said corporation. Such meeting shall be called for a time not earlier than 10 days and not later than (60 days alter such order or request; or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any shareholder or shareholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Series A Junior Participating Preferred Stock outstanding (except as otherwise required under the laws of the State of Connecticut). Notwithstanding the provisions of this subparagraph (c)(3)(C), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the shareholders.

(D) In any default period the holders of Common Stock, and other classes of stock of said corporation if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Series A Junior Participating Preferred Stock shall have exercised their right to elect two (2) Directors after the exercise of which right (x) the Directors so elected by the holders of Series A Junior Participating Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in sub-paragraph (c)(3)(C) of this Section 3A) be tilled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant. References in this paragraph (3) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to till vacancies as provided in clause (y) of the foregoing sentence.

(E) Immediately upon the expiration of a default period, (x) the right of the holders of Series A Junior Participating Preferred Stock to elect Directors shall cease, (y) the term of any Directors elected by the holders of Series A Junior Participating Preferred Stock shall terminate, and (z) the number of Directors shall be such number as may be provided for elsewhere in this Certificate of Incorporation or the By-laws of the corporation irrespective of any increase made pursuant to the provisions of subparagraph (c)(3)(B) of this Section 3A (such number being subject, however, to change thereafter in any manner provided by law or in this Certificate of Incorporation or the By-laws of the corporation). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.

FILING #0004069781 PG 07 OF 09 VOL B-01356

FILED 12/22/2009 01:17 PM PAGE 03600

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(4) Except as set forth herein or as otherwise required under the laws of the State of Connecticut, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

(d) Certain Restrictions.

(1) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in paragraph (b) of this Section 3A are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, said corporation shall not:

(A) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock;

(B) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(C) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that said corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of said corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock; or

(D) purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(2) The corporation shall not permit any subsidiary of said corporation to purchase or otherwise acquire for consideration any shares of stock of said corporation unless said corporation could, under paragraph (d)(1) of this Section 3A, purchase or otherwise acquire such shares at such time and in such manner.

FILING #0004069781 PG 08 OF 09 VOL B-01356

FILED 12/22/2009 01:17 PM PAGE 03601

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(e) Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by said corporation in any manner whatsoever shall be retired promptly after the acquisition thereof. All such shares shall upon their retirement become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

(f) Liquidation, Dissolution or Winding Up.

(1) Upon any voluntary liquidation, dissolution or winding up of said corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $200 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 200 (as appropriately adjusted as set forth in paragraph 3 below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to he distributed in the ratio of the Adjustment Number to 1 with respect to such Series A junior Participating Preferred Stock and Common Stock, on a per share basis, respectively.

(2) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

(3) In the event said corporation shall at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller

FILING #0004069781 PG 09 OF 09 VOL B-01356

FILED 12/22/2009 01:17 PM PAGE 03602

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

number of shares, or (iv) issue any shares of its capital stock in a reclassification of the outstanding Common Stock, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(g) Consolidation, Merger, etc. In case said corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 200 times the aggregate amount of stock, securities; cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event said corporation shall at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in a re-classification of the outstanding Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(h) No Redemption. The shares of Series A Junior Participating Preferred Stock shall not be redeemable.

(i) Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of said corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

(j) Amendment. This Certificate of Incorporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Junior Participating Preferred Stock.

(k) Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share (to the extent permitted under the laws of the State of Connecticut), which fractions of a share shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock.”


STATE OF CONNECTICUT	}	SS.HARTFORD
OFFICE OF THE SECRETARY OF THE STATE
I hereby certify that this is a true copy of record in this Office In Testimony whereof, I have hereunto set my hand, and affixed the Seal of said State, at Hartford, this 11 ^th day of February A.D. 2010

/s/ Susan Bysiewicz
SECRETARY OF THE STATE

FILING #0004120125 PG 01 OF 02 VOL B-01382

FILED 03/12/2010 12:57 PM PAGE 02654

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

THE STANLEY WORKS

March 12, 2010

The Stanley Works, a corporation organized and existing under the Connecticut Business Corporation Act, does hereby certify:

1 : The name of the corporation is The Stanley Works (the “ Corporation ”).

2 : The Restated Certificate of Incorporation is amended to change the name of the Corporation from “The Stanley Works” to “Stanley Black & Decker, Inc,” and to increase the number of authorized shares of common stock of the Corporation from 200,000,000 to 300,000,000, as set forth below:

A. Section 1 is hereby amended by deleting the name “The Stanley Works” contained therein, and substituting, in lieu thereof, the name “Stanley Black & Decker, Inc.”

B. Section 2 is hereby amended by deleting the phrase “Said Stanley Works shall be and remain a body politic and corporate by the name of The Stanley Works”, and substituting, in lieu thereof, the following:

“Said corporation shall be and remain a body politic and corporate by the name of Stanley Black & Decker, Inc.”

C. The first sentence of Section 3 is hereby deleted in its entirety and replaced with the following:

“Section 3. The stock of said corporation shall consist of 310,000,000 shares, divided into 300,000,000 common shares of the par value of $2.50 per share and 10,000,000 preferred shares, without par value.”

3 : The amendment was adopted on March 12, 2010, and shall become effective at 5:00 p.m., Eastern Time, on the date of filing by the Secretary of the State.

4 : The amendment was duly approved by the shareholders in the manner required by sections 33-600 to 33-998 of the Connecticut General Statutes, inclusive, and by the Restated Certificate of Incorporation.

[Signature page follows]

FILING #0004120125 PG 02 OF 02 VOL B-01382

FILED 03/12/2010 12:57 PM PAGE 02655

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be duly executed as of the date first set forth above.


THE STANLEY WORKS

By:		/s/ Bruce H. Beatt
Name:		Bruce H. Beatt
Title:		Vice President, General Counsel and Secretary


STATE OF CONNECTICUT	}	SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE
I hereby certify that this is a true copy of record in this Office In Testimony whereof, I have hereunto set my hand, and affixed the Seal of said State, at Hartford, this 12 ^th day of March A.D. 2010


/s/ Susan Bysiewicz
SECRETARY OF THE STATE


		FILING #0004273381 PG 01 OF 36 VOL B-01465
		FILED 11/05/2010 04:00 PM PAGE 03327
		SECRETARY OF THE STATE
		CONNECTICUT SECRETARY OF THE STATE

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

STANLEY BLACK & DECKER, INC.

Stanley Black & Decker, Inc., a corporation organized and existing under the Connecticut Business Corporation Act (the “ CBCA ”), does hereby certify:

1: The name of the corporation is Stanley Black & Decker, Inc. (the “ Corporation ”).

2: The Restated Certificate of Incorporation is amended by the addition of the provisions set forth on Exhibit A hereto, to immediately follow Section 3A and immediately precede Section 4 of the Corporation’s Restated Certificate of Incorporation.

3: The amendment was adopted by resolution of the Special Securities Committee of the Board of Directors on October 28, 2010.

4: The amendment was approved by the Special Securities Committee of the Board of Directors. No Shareholder approval was required.

[Signature page follows]

FILING #0004273381 PG 02 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03328

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be duly executed this 5th day of November, 2010.


STANLEY BLACK & DECKER, INC.

By:		/s/ Donald J. Riccitelli
Name:		Donald J. Riccitelli
Title:		Assistant Secretary

FILING #0004273381 PG 03 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03329

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

Exhibit A

Text of Amendment

“Section 3B. There shall be a series of Preferred Stock, without par value, of said corporation, having the. voting powers, designation, preferences and relative, participating, optional and other special rights and the qualifications, limitations and restrictions of such rights, as follows:

(1). Number and Designation . 6,325,000 shares of the Preferred Stock of the Corporation shall be designated as “4.75% Series B Perpetual Cumulative Convertible Preferred Stock” (the “ Convertible Preferred Stock ”).

(2). Certain Definitions . As used in this Section 3B, the following terms shall have the meanings given to them in this Section 3B(2). Any capitalized term not otherwise defined herein shall have the meaning set forth in the Certificate of Incorporation, unless the context otherwise requires.

“ Affiliate ” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Agent Members ” shall have the meaning assigned to it in Section 3B(15)(a) hereof.

“ Board of Directors ” means the Board of Directors of the Corporation and shall include any duly authorized committee of the Board of Directors.

“ Business Day ” means any day other than a Saturday or a Sunday or a day on which banking institutions and trust companies in New York City, New York are authorized or required by law or executive order to remain closed.

“ Capital Stock ” of any Person means any and all shares, interests, participations or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such Person.

“ Certificate of Incorporation ” means the Restated Certificate of Incorporation of the Corporation, as amended from time to time.

“ Closing Sale Price ” of the shares of Common Stock or any other security for which a Closing Sale Price must be determined on any date means the closing sale price per share (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal United States securities exchange on which shares of

FILING #0004273381 PG 04 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03330

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

Common Stock or such other security are traded or, if the shares of Common Stock or such other security are not listed on a United States national or regional securities exchange, the “Closing Sale Price” will be the last quoted bid price for the Common Stock or such other security in the over-the-counter market on the relevant date as reported by Pink OTC Markets Inc. or a similar organization. If the Common Stock or such other security is not so quoted, the “Closing Sale Price” will be the average of the mid-point of the last bid and ask prices for Common Stock or such other security on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Corporation for this purpose. The Closing Sale Price shall be determined without reference to any extended or after-hours trading.

“ Common Stock ” means common stock of the Corporation, par value $2.50 per share, subject to Section 3B(10) hereof.

“ Cash Settlement ” shall have the meaning assigned to it in Section 3B(7)(d) hereof.

“ Combination Settlement ” shall have the meaning assigned to it in Section 3B(7)(d) hereof.

“ Conversion Agent ” shall have the meaning assigned to it in Section 3B(17)(a) hereof.

“ Conversion Date ” shall have the meaning assigned to it in Section 3B(7)(b) hereof.

“ Conversion Rate ” per share of Convertible Preferred Stock means 1.3333 shares of Common Stock, subject to adjustment as set forth herein.

“ Convertible Preferred Stock ” shall have the meaning assigned to it in Section 3B(1) hereof.

“ Convertible Preferred Stock Director ” shall have the meaning assigned to it in Section 3B(12)(c) hereof.

“ Corporation ” means Stanley Black & Decker, Inc., a corporation organized and existing under the Connecticut Business Corporation Act, and shall include any successor to such Corporation.

“ Daily Conversion Value ” means, for each of the 20 consecutive Trading Days during the Observation Period, one-twentieth of the product of (i) the applicable Conversion Rate on such Trading Day and (ii) the Daily VWAP of Common Stock on such Trading Day.

“ Daily Measurement Value ” means the Specified Dollar Amount divided by 20.

“ Daily Settlement Amount ,” means, for each of the 20 consecutive Trading Days during the Observation Period:

(i) cash equal to the lesser of (A) the Daily Measurement Value and (B) the Daily Conversion Value for such Trading Day, and

FILING #0004273381 PG 05 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03331

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(ii) to the extent the Daily Conversion Value for such Trading Day exceeds the Daily Measurement Value, a number of shares of Common Stock equal to (A) the difference between such Daily Conversion Value and the Daily Measurement Value, divided by (B) the Daily VWAP for such Trading Day.

“ Daily VWAP ” means, for each of the 20 consecutive Trading Days during the Observation Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “SWK.N <equity> AQR” (or any successor thereto) in respect of the period from the scheduled open of the primary exchange or market on which Common Stock is listed or traded to the scheduled close of such exchange or market on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Corporation).

“ Date of First Issuance ” shall have the meaning assigned to it in Section 3B(4)(b) hereof.

“ Depositary ” means DTC or its successor depositary.

“ Dividend Payment Date ” means February 17, May 17, August 17 and November 17 of each year, commencing from the February 17, May 17, August 17 or November 17 closest following the Date of First Issuance, or if any such date is not a Business Day, on the next succeeding Business Day, provided that if such Business Day falls in the next succeeding calendar month, the Dividend Payment Date shall be brought forward to the immediately preceding Business Day.

“ Dividend Period ” shall mean the period beginning on, and including, a Dividend Payment Date (or if no Dividend Payment Date has occurred, commencing on, and including, the Date of First Issuance) and ending on, and excluding, the next immediately succeeding Dividend Payment Date.

“ DTC ” shall mean The Depository Trust Company, New York, New York.

“ Effective Date ” shall have the meaning assigned to it in Section 3B(8)(b) hereof.

“ Ex-Dividend Date ” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance or distribution in question, from the Corporation or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Fundamental Change ” means the occurrence of any of the following events:

(a) any transaction or event (whether by means of a share exchange or tender offer applicable to the Common Stock, a liquidation, consolidation, recapitalization, reclassification,

FILING #0004273381 PG 06 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03332

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

combination or merger of the Corporation or a sale, lease or other transfer of all or substantially all of the consolidated assets of the Corporation) or a series of related transactions or events occurs pursuant to which 50% or more of the outstanding Common Stock is exchanged for, converted into or constitutes solely the right to receive cash, securities or other property, more than 10% of which consists of cash, securities or other property that is not, or will not be upon consummation of such transaction, listed on a United States national or regional securities exchange for a period of 30 or more consecutive Trading Days; or

(b) the Common Stock ceases to be listed or quoted on a United States national or regional securities exchange for 30 or more consecutive Trading Days.

“ Fundamental Change Company Notice ” shall have the meaning assigned to it in Section 3B(8)(c) hereof.

“ Fundamental Change Conversion Deadline ” shall have the meaning assigned to it In Section 3B(8)(c) hereof.

“ Fundamental Change Conversion Right ” shall have the meaning assigned to it in Section 3B(8)(a) hereof.

“ Fundamental Change Make-Whole Premium ” shall have the meaning assigned to it in Section 3B(8)(a) hereof.

“ Fundamental Change Period ” shall have the meaning assigned to it in Section 3B(8)(c) hereof.

“ Fundamental Change Settlement Date ” means the Business Day immediately following the Fundamental Change Conversion Deadline.

“ Fundamental Change Settlement Price ” shall have the meaning assigned to it in Section 3B(8)(a) hereof.

“ Global Preferred Shares ” shall have the meaning assigned to it in Section 3B(15)(a) hereof.

“ Global Shares Legend ” shall have the meaning assigned to it in Section 3B(l5)(a) hereof.

“ Junior Stock ” shall have the meaning assigned to it in Section 3B(3)(a) hereof.

“ Liquidation Preference ” shall have the meaning assigned to it in Section 3B(5)(a) hereof.

“ Market Disruption Event ” means the occurrence or existence for more than one half- hour period in the aggregate on any Scheduled Trading Day for Common Stock of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the New York Stock Exchange or otherwise) in Common Stock or in any options, contracts or future contracts relating to Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m. (New York City time) on such day.

FILING #0004273381 PG 07 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03333

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

“ Observation Period ” means, with respect to any Share of Convertible Preferred Stock being converted, the 20 consecutive Trading Day period beginning on and including the second Trading Day after the Conversion Date relating to such share of Convertible Preferred Stock, provided that if the Corporation has called the Convertible Preferred Stock for redemption in accordance with Section 3B(6), the Observation Period will be the 20 consecutive Trading Days starting on the 22nd Scheduled Trading Day prior to the Redemption Date.

“ Officer ” means the Chairman of the Board, a Vice Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller, the Secretary or any Assistant Secretary of the Corporation.

“ Outstanding ” means, when used with respect to Convertible Preferred Stock, as of any date of determination, all Convertible Preferred Stock theretofore authenticated and delivered under this Section 3B, except:

(i) shares of Convertible Preferred Stock redeemed and cancelled by the Corporation pursuant to Section 3B(6); and

(ii) shares of Convertible Preferred Stock as to which any property deliverable upon conversion thereof has been delivered and required to be cancelled pursuant to Section 3B(7)(b);

provided , however, that, that, in determining whether the holders of Convertible Preferred Stock have given any request, demand, authorization, direction, notice, consent or waiver or taken any other action hereunder, Convertible Preferred Stock owned by the Corporation or its Affiliates shall be deemed not to be Outstanding, except that, in determining whether the Registrar shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Convertible Preferred Stock which the Registrar has actual knowledge of being so owned shall be so disregarded.

“ Parity Stock ” shall have the meaning assigned to it in Section 3B(3)(b) hereof.

“ Paying Agent ” shall have the meaning assigned to it in Section 3B(17)(a) hereof.

“ Person ” means an individual, a corporation, a partnership, a limited liability company, a joint venture, a joint stock company, an unincorporated organization, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“ Physical Settlement ” shall have the meaning assigned to it in Section 3B(7)(d) hereof.

“ Purchase Contract and Pledge Agreement ” means the Purchase Contract and Pledge Agreement among the Corporation, The Bank of New York Mellon Trust Company, National Association, as purchase contract agent, and HSBC Bank USA, National Association, as collateral agent, custodial agent and securities intermediary, dated as of November 5, 2010.

FILING #0004273381 PG 08 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03334

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

“ Record Date ” means (i) with respect to the dividends payable on February 17, May 17, August 17 and November 17 of each year, February 1, May 1, August 1 and November 1 (whether or not a Business Day) of each year, respectively, or such other record date, not more than 30 days and not less than 10 days preceding the applicable Dividend Payment Date, as shall be fixed by the Board of Directors and (ii) solely for the purpose of adjustments to the Conversion Rate pursuant to Section 3B(9), with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“ Redemption Date ” means a date that is fixed for redemption of the Convertible Preferred Stock by the Corporation in accordance with Section 3B(6) hereof.

“ Redemption Notice ” shall have the meaning assigned to it under Section 3B(6)(b) hereof.

“ Redemption Price ” means an amount of cash equal to the Liquidation Preference per share of Convertible Preferred Stock being redeemed, plus an amount equal to all accrued and unpaid dividends thereon to, but excluding, the Redemption Date; provided that if the Redemption Date shall occur after a Record Date and before the related Dividend Payment Date, the Redemption Price described above shall be reduced by the amount payable per share of Convertible Preferred Stock on the related Dividend Payment Date.

“ Reference Price ” shall have the meaning assigned to it in Section 3B(8)(a)(i) hereof.

“ Reference Property ” shall have the meaning assigned to it in Section 3B(10)(a) hereof.

“ Registrar ” shall have the meaning assigned to it in Section 3B(13) hereof.

“ Scheduled Trading Day ” means any day that is scheduled to be a Trading Day.

“ Senior Stock ” shall have the meaning assigned to it in Section 3B(3)(c) hereof.

“ Settlement Amount ” shall have the meaning assigned to it in Section 3B(7)(d) hereof.

“ Settlement Method ” means either the Cash Settlement, Physical Settlement, or Combination Settlement as elected by the Corporation pursuant to Section 3B(7)(d) hereof.

“ Specified Dollar Amount ” means, in respect of any Combination Settlement, a dollar amount per share of Convertible Preferred Stock as specified by the Corporation in the notice regarding the chosen settlement method under Section 3B(7)(d).

“ Spin Off ” shall have the meaning assigned to it in Section 3B(9)(c) hereof.

“ Stock Price ” means, (a) in the case of a Fundamental Change described in clause (a) of the definition of Fundamental Change, the cash amount paid per share of the Common Stock and

FILING #0004273381 PG 09 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03335

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(b) in the case of any other Fundamental Change, the average of the Closing Sale Prices of such Common Stock over the ten consecutive Trading Day period ending on the Trading Day immediately preceding the Effective Date of such Fundamental Change.

“ Subsidiary ” means (a) a corporation, a majority of whose Capital Stock with voting power, under ordinary circumstances, to elect directors is, at the date of determination, directly or indirectly owned by the Corporation, by one or more Subsidiaries of the Corporation or by the Corporation and one or more Subsidiaries of the Corporation, (b) a partnership in which the Corporation or a Subsidiary of the Corporation holds a majority interest in the equity capital or profits of such partnership, and (c) any other Person (other than a corporation) in which the Corporation, a Subsidiary of the Corporation or the Corporation and one or more Subsidiaries of the Corporation, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such person.

“ Trading Day ” means a day during which (i) there is no Market Disruption Event and (ii) trading in securities generally occurs on the New York Stock Exchange or, if the Common Stock is not then listed on the New York Stock Exchange, on the principal other United States national or regional securities exchange on which Common Stock is then listed or, if the Common Stock is not then listed on a United States national or regional securities exchange, in the principal other market on which Common Stock is then traded. If Common Stock (or any other security for which a Daily VWAP must be determined) is not so listed or quoted, “ Trading Day ” means a “ Business Day .”

“ Transfer Agent ” shall have the meaning assigned to it in Section 3B(13) hereof.

(3). Rank . The Convertible Preferred Stock shall, with respect to dividend rights and rights upon liquidation, winding-up or dissolution of the Corporation, rank:

(a) senior to the Common Stock, and if issued, the Series A Junior Participating Preferred Stock of the Corporation, and any other class or series of Capital Stock of the Corporation, the terms of which expressly provide that such class or series ranks junior to the Convertible Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation (collectively, the “ Junior Stock ”);

(b) on a parity with any other class or series of Capital Stock of the Corporation, the terms of which expressly provide that such class or series ranks on a parity with the Convertible Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation (collectively, the “ Parity Stock ”);

(c) junior to each class or series of Capital Stock of the Corporation, the terms of which expressly provide that such class or series ranks senior to the Convertible Preferred Stock as to dividend rights and rights on liquidation, winding up and dissolution of the Corporation (collectively, the “ Senior Stock ”); and

(d) junior to the Corporation’s and its Subsidiaries’ existing and future indebtedness (including trade payables).

FILING #0004273381 PG 10 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03336

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(4). Dividends.

(a) Holders of Convertible Preferred Stock shall be entitled to receive, when, as and if, declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative cash dividends on each share of Convertible Preferred Stock at the rate of 4.75% per annum of the Liquidation Preference per share of Convertible Preferred Stock.

(b) If no shares of Convertible Preferred Stock have been previously issued, dividends thereon shall accumulate from the date of first issuance of such Convertible Preferred Stock (the “ Date of First Issuance ”), or if dividends shall have been paid on the Convertible Preferred Stock thereafter, from the most recent Dividend Payment Date. If additional Convertible Preferred Stock is issued after the Date of First Issuance, dividends on all shares of Convertible Preferred Stock shall accumulate from the most recent Dividend Payment Date or if no Dividend Payment Date has occurred, from the Date of First Issuance. Each such dividend shall be payable to the holders of record of shares of the Convertible Preferred Stock, as they appear on the Corporation’s stock register at the close of business on a Record Date.

(c) Accumulated and unpaid dividends for any past Dividend Period (whether or not declared) shall not bear any interest if dividends are paid subsequent to the applicable Dividend Payment Date.

(d) The amount of dividends payable for each full Dividend Period for the Convertible Preferred Stock shall be computed by dividing the annual dividend rate by four. The amount of dividends payable for any other period shorter or longer than a full quarterly Dividend Period, on the Convertible Preferred Stock shall be appropriately prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Holders of Convertible Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of any accumulated and unpaid dividends, as herein provided, on the Convertible Preferred Stock.

(e) No dividend shall be declared or paid, or funds set apart for the payment of any dividend or other distribution, whether in cash or other property, directly or indirectly, upon any shares of Junior Stock or Parity Stock, nor shall any shares of Junior Stock or Parity Stock be redeemed, repurchased or otherwise acquired for consideration by the Corporation through a sinking fund or otherwise, unless all accumulated and unpaid dividends for all past Dividend Periods (whether or not there arc funds of the Corporation legally available for the payment of dividends) on the shares of Convertible Preferred Stock have been paid in full or set apart for payment; provided , however, that, notwithstanding any provisions of this Section 3B(4)(e) to the contrary, the Corporation may make dividend payments solely in Junior Stock, convert any Junior Stock into, or exchange any Junior Stock for, a class or series of other Junior Stock. When dividends are not paid in full (or a sum sufficient to pay them in full is not set apart) on Convertible Preferred Stock and any other Parity Stock, all dividends declared on the Convertible

FILING #0004273381 PG 11 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03337

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

Preferred Stock and any other Parity Stock shall be paid pro rata so that the amount of dividends so declared per share of Convertible Preferred Stock and each such other class or series of Parity Stock shall in all cases bear to each other the same ratio as accumulated dividends per share of Convertible Preferred Stock and such class or series of Parity Stock (which shall not include any accumulation in respect of unpaid dividends on such other class or series of Parity Stock if such other class or series of Parity Stock does not have a cumulative dividend) bear to each other.

(f) Dividends on the Convertible Preferred Stock shall accumulate whether or not (1) the Corporation has earnings; (2) there are funds legally available for the payment of those dividends; or (3) those dividends are authorised or declared. Any dividend payment made on the Convertible Preferred Stock will first be credited against the earliest accumulated but unpaid dividends due with respect to those shares of Convertible Preferred Stock which remain payable.

(5). Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, before any payment or distribution of the Corporation’s assets (whether capital or surplus) shall be made to or set apart for the holders of Junior Stock, holders of Convertible Preferred Stock shall be entitled to receive $100 per share of Convertible Preferred Stock (the “Liquidation Preference”) plus an amount equal to all dividends (whether or not authorized or declared), accumulated and unpaid thereon and accrued dividends thereon up to but excluding the date of final distribution to such holders, but shall not be entitled to any further payment or other participation in any distribution of the assets of the Corporation. If, upon any liquidation, dissolution or winding-up of the Corporation, the Corporation’s assets, or proceeds thereof, are insufficient to pay in full the preferential amount aforesaid and liquidating payments on Convertible Preferred Stock and any other Parity Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of the Convertible Preferred Stock and any other Parity Stock ratably in proportion to the respective amounts that would be payable on such shares of Convertible Preferred Stock and any such other Parity Stock as if all amounts payable thereon were paid in full.

(b) The Corporation shall instruct DTC to notify the holders of shares of Convertible Preferred Stock, or if the Convertible Preferred Stock is in certificated form, send a written notice by first class email to each holder of record of the Convertible Preferred Stock at such holder’s registered address, of any event triggering the right to receive a distribution in connection with any voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

(c) Neither the consolidation or merger with or into any other Person, nor the voluntary sale, lease, transfer or conveyance of all or substantially all of the Corporation’s property or assets shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Corporation.

FILING #0004273381 PG 12 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03338

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(d) Subject to the rights of the holders of any Parity Stock, after payment has been made in full to the holders of the Convertible Preferred Stock, as provided in this Section 3B(5), holders of Junior Stock shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of Convertible Preferred Stock shall not be entitled to share therein.

(6). Optional Redemption of the Convertible Preferred Stock . Shares of Convertible Preferred Stock shall be redeemable by the Corporation in accordance with this Section 3B(6).

(a) The Corporation may not redeem any shares of Convertible Preferred Stock before December 22, 2015. On or after December 22, 2015, the Corporation shall have the option to redeem, subject to Section 3B(6)(j) hereof, some or all the shares of Convertible Preferred Stock at the Redemption Price.

(b) In the event the Corporation elects to redeem shares of Convertible Preferred Stock, the Corporation shall:

(i) send a written notice to the Registrar and Transfer Agent of the Redemption Date, stating the number of shares to be redeemed and the Redemption Price, at least 30 Scheduled Trading Days before the Redemption Date (unless a shorter period shall be satisfactory to the Registrar and Transfer Agent);

(ii) instruct DTC to notify the holders of the Convertible Preferred Stock, or, if the Convertible Preferred Stock is in certificated form, send a written notice (the “ Redemption Notice ”) by first class mail to each holder of record of the Convertible Preferred Stock at such holder’s registered address, not fewer than 25 Scheduled Trading Days nor more than 90 calendar days prior to the Redemption Date stating;

(A) the Redemption Date;

(B) the Redemption Price;

(D) the name and address of the Paying Agent and Conversion Agent;

(E) that shares of Convertible Preferred Stock called for redemption may be converted at any time before 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date;

FILING #0004273381 PG 13 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03339

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(F) that holders who want to convert shares of the Convertible Preferred Stock must satisfy the requirements set forth in Section 3B(7);

(G) that shares of the Convertible Preferred Stock called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

(H) if fewer than all the Outstanding shares of the Convertible Preferred Stock are to be redeemed by the Corporation, the number of shares to be redeemed;

(I) that, unless the Corporation defaults in making payment of such Redemption Price, dividends in respect of the shares of Convertible Preferred Stock called for redemption will cease to accumulate on and after the Redemption Date;

(J) the CUSIP number of the Convertible Preferred Stock; and

(K) any other information the Corporation wishes to present; and

(iii) (A) publish the information set forth in Section 3B(6)(b)(ii) once in a daily newspaper printed in the English language and of general circulation in the Borough of Manhattan, The City of New York, (B) issue a press release containing such information and (C) publish such information on the Corporation’s web site on the World Wide Web.

(c) If the Corporation gives notice of redemption, then, by 12:00 p.m., New York City time, on the Redemption Date, to the extent sufficient funds are legally available, the Corporation shall, with respect to:

(i) shares of the Convertible Preferred Stock held by DTC or its nominees, deposit or cause to be deposited, irrevocably with DTC cash sufficient to pay the Redemption Price and shall give DTC irrevocable instructions and authority to pay the Redemption Price to holders of such shares of the Convertible Preferred Stock; and

(ii) shares of the Convertible Preferred Stock held in certificated form, deposit or cause to be deposited, irrevocably with the Paying Agent cash sufficient to pay the Redemption Price and shall give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to holders of such shares of the Convertible Preferred Stock upon surrender to the Paying Agent of their certificates evidencing their shares of the Convertible Preferred Stock.

FILING #0004273381 PG 14 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03340

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(d) If on the Redemption Date, DTC and/or the Paying Agent holds or hold money sufficient to pay the Redemption Price for the shares of Convertible Preferred Stock delivered for redemption as set forth herein, dividends shall cease to accumulate as of the Redemption Date on those shares of the Convertible Preferred Stock called for redemption and all rights of holders of such shares shall terminate, except for the right to receive the Redemption Price pursuant to this Section 3B(6).

(e) Payment of the Redemption Price for shares of the Convertible Preferred Stock is conditioned upon book-entry transfer or physical delivery of certificates representing the Convertible Preferred Stock, together with necessary endorsements, to the Paying Agent, or to the Paying Agent’s account at DTC, at any time after delivery of the Redemption Notice.

(f) Payment of the Redemption Price for shares of the Convertible Preferred Stock shall be made (1) on the Redemption Date, if book-entry transfer or physical delivery of the Convertible Preferred Stock has been made by or on the Redemption Date, or (2) if book-entry transfer or physical delivery of the Convertible Preferred Stock has not been made by or on the Redemption Date, at the time of such transfer or delivery.

(g) If the Redemption Date falls after a Record Date and before the related Dividend Payment Date, holders of the shares of Convertible Preferred Stock at the close of business on that Record Date shall be entitled to receive the dividend payable on those shares on the corresponding Dividend Payment Date.

(h) If fewer than all the Outstanding shares of Convertible Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be selected by lot, on a pro rata basis (with any fractional shares being rounded to the nearest whole share), or any other method as may be determined by the Board of Directors to be fair and appropriate.

(i) Upon surrender of a certificate or certificates representing shares of the Convertible Preferred Stock that is or are redeemed in part, the Corporation shall execute, and the Transfer Agent shall authenticate and deliver to the holder, a new certificate or certificates representing shares of the Convertible Preferred Stock in an amount equal to the unredeemed portion of the shares of Convertible Preferred Stock surrendered for partial redemption.

(j) Notwithstanding the foregoing provisions of this Section 3B(6), unless full cumulative dividends (whether or not declared) on all Outstanding shares of Convertible Preferred Stock have been paid or set apart for payment for all Dividend Periods terminating on or before the Redemption Date, none of the shares of Convertible Preferred Stock shall be called for redemption.

(7). Conversion.

(a) Right to Convert . Each share of Convertible Preferred Stock shall be convertible, at any time, in accordance with, and subject to, this Section 3B(7) at the Conversion Rate, Notwithstanding the foregoing, if any shares of Convertible Preferred

FILING #0004273381 PG 15 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03341

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

Stock are called for redemption pursuant to Section 3B(6), such conversion right shall cease and terminate, as to the shares of the Convertible Preferred Stock to be redeemed, at 5:00 p.m. New York City time, on the Business Day immediately preceding the Redemption Date, unless the Corporation shall default in the payment of the Redemption Price therefor, as provided herein.

(b) Conversion Procedures.

(i) Conversion of shares of the Convertible Preferred Stock may be effected by any holder thereof (A) if such holder’s shares of Convertible Preferred Stock are in certificated form, upon the surrender to the Corporation, at the principal office of the Corporation or at the office of the Conversion Agent as may be designated by the Board of Directors, of the certificate or certificates, if any, for such shares of the Convertible Preferred Stock to be converted accompanied by a complete and manually signed Notice of Conversion (as set forth in the form of Convertible Preferred Stock certificate) along with (x) appropriate endorsements and transfer documents as required by the Registrar or Conversion Agent and (y) if required pursuant to Section 3B(7)(c), funds equal to the dividend payable on the next Dividend Payment Date or (B) if such holder’s shares of Convertible Preferred Stock arc in the form of Global Preferred Shares, by (x) complying with the procedures of the Depositary in effect at that time and (y) if required pursuant to Section 3B(7)(c), delivering funds equal to the dividend payable on the next Dividend Payment Date. In case such Notice of Conversion shall specify a name or names other than that of such holder, such notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares of Common Stock in such name or names. Other than such taxes, the Corporation shall pay any documentary, stamp or similar issue or transfer taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of the Convertible Preferred Stock pursuant hereto. The conversion of the Convertible Preferred Stock will be deemed to have been made as of the close of business on the date (the “ Conversion Date ”) the foregoing procedures have been complied with. As promptly as practicable after the Conversion Date with respect to any shares of Convertible Preferred Stock, the Corporation shall reflect in its stock records the cancellation of the Convertible Preferred Stock that is being converted and the issuance of such number of validly issued, fully paid and non-assessable shares of Common Stock to which the holders of such shares of the Convertible Preferred Stock are entitled as a result of the conversion, if any, as of such Conversion Date (in the case of a settlement in Common Stock (and cash in lieu of fractional shares) prior to November 17, 2015 or any Physical Settlement made thereafter) or the final day of the Observation Period (in the case of Combination Settlement). If any Common Stock to be issued upon conversion is certificated, promptly after the issuance of the Common Stock certificate (or, if the Convertible Preferred Stock is certificated, promptly after, and in any case no later than 2 Business Days after, the surrender of the certificates representing the shares that are converted but cot earlier than the Third Trading Day following the Conversion Date or the final day of the relevant Observation Period, as

FILING #0004273381 PG 16 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03342

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

applicable), the Corporation shall deliver or cause to be delivered (1) certificates representing the number of validly issued, fully paid and nonassessable full shares of Common Stock to which the holder of shares of the Convertible Preferred Stock being converted (or such holder’s transferee) shall be entitled, and (2) if the Convertible Preferred Stock is then certificated and less than the full number of shares of the Convertible Preferred Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares being converted. As of the close of business on the Conversion Date, the rights of the holder of the Convertible Preferred Stock as to the shares being converted shall cease except for the right to receive shares of Common Stock.

(i) Upon settlement of a conversion of the Convertible Preferred Stock and subject to the immediately succeeding paragraph, a holder shall not receive cash payment of accumulated and unpaid dividends and the Corporation shall not make any payments in respect of or adjust the Conversion Rate to account for accumulated and unpaid dividends to the Conversion Date except as provided in Section 3B(8)(a)(ii).

(ii) If a holder of shares of Convertible Preferred Stock exercises its conversion rights, such shares shall cease to accumulate dividends as of the end of the day immediately preceding the Conversion Date. Upon conversion of the Convertible Preferred Stock, except for conversion during the period from the close of business on any Record Date corresponding to a Dividend Payment Date to the open of business on such Dividend Payment Date, in which case the holder on such Record Date shall receive the dividends payable on such Dividend Payment Date, accumulated and unpaid dividends on the converted share of Convertible Preferred Stock shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the holder thereof through delivery of any cash and/or Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Convertible Preferred Stock being converted pursuant to the provisions hereof. Shares of the Convertible Preferred Stock surrendered for conversion after the close of business on any Record Date for the payment of dividends declared and before the opening of business on the Dividend Payment Date corresponding to that Record Date must be accompanied by a payment to the Corporation in cash of an amount equal to the dividend payable in respect of those shares on such Dividend Payment Date, subject to clause (iii) below.

(iii) Notwithstanding the foregoing, if shares of the Convertible Preferred Stock are converted during the period after the close of business on any Record Date and before the opening of business on the corresponding Dividend Payment Date and the Corporation has called such shares of the Convertible Preferred Stock for redemption during such period, or has specified a

FILING #0004273381 PG 17 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03343

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

Fundamental Change Conversion Deadline during such period, the holder who tenders such shares for conversion shall receive the dividend payable on such Dividend Payment Date and need not include payment of the amount of such dividend upon surrender of shares of the Convertible Preferred Stock for conversion.

(d) Settlement upon Conversion

(i) Upon conversion of any Convertible Preferred Stock prior to November 17, 2015, the Corporation shall pay or deliver, as the case may be, to converting holders, in respect of the Liquidation Preference per share of Convertible Preferred Stock, shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock.

(ii) Upon conversion of any Convertible Preferred Stock on or after November 17, 2015, the Corporation shall pay or deliver, as the case may be, to converting holders, either cash (“ Cash Settlement ”), shares of Common Stock, together with cash, if applicable, in lieu of any fractional shares of Common Stock (“ Physical Settlement ”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of any fractional shares of Common Stock (“ Combination Settlement ”), at its election, subject to the requirements set forth in this Section 3B(7) and Section 3B(10)(b).

(iii) The Corporation shall not have any obligation to use the same Settlement Method with respect to conversions occurring on different Conversion Dates after November 17, 2015, except that the Corporation shall use the same Settlement Method for all conversions following a Redemption Notice to and including the related Redemption Date, regardless of the Conversion Date. If the Corporation elects a Settlement Method, it shall inform holders so converting through the Conversion Agent of such Settlement Method it has selected no later than the second Business Day immediately following the related Conversion Date; provided that in the case of any conversions of Convertible Preferred Stock following a Redemption Notice to and including the Business Day immediately preceding the related Redemption Date, the Corporation shall elect the Settlement Method specified in such Redemption Notice. If the Corporation does not provide notice electing a settlement method in respect of any conversion of the Convertible Preferred Stock, it shall be deemed to have elected Physical Settlement.

(iv) The cash, shares of Common Stock or combination of cash and shares of Common Stock to be paid and/or delivered to converting holders of Convertible Preferred Stock (the “ Settlement Amount ”) shall be computed as follows:

(A) if the Corporation elects (or is deemed to have elected) Physical Settlement, or for any Conversion Date prior to November 17, 2015, the Corporation shall deliver to the converting holder a number of

FILING #0004273381 PG 18 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03344

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

shares of Common Stock equal to the product of (1) the number of shares of Convertible Preferred Stock to be converted, and (2) the applicable Conversion Rate;

(B) if the Corporation elects Cash Settlement, the Corporation shall deliver to the converting holder, in respect of the Liquidation Preference per share of Convertible Preferred Stock, cash in an amount equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period; and

(C) if the Corporation elects Combination Settlement, the Corporation shall pay or deliver to the converting holder, in respect of the Liquidation Preference per share of the Convertible Preferred Stock, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the related Observation Period.

(v) If the Corporation elects Physical Settlement, or any shares of Convertible Preferred stock are converted prior to November 17, 2015, the Corporation shall deliver the Settlement Amount to converting holders on the third Trading Day following the Conversion Date, but such holders will be deemed to be the owners of the shares of Common Stock included in the Settlement Amount as of the close of business on the Conversion Date. If the Corporation elects Cash Settlement or Combination Settlement, the Corporation shall pay or deliver, as the case may be, the Settlement Amount to converting holders on the third Trading Day following the final Trading Day of the relevant Observation Period and such converting holders will only be deemed to be the owners of any of the shares of Common Stock included in the Settlement Amount upon the delivery of such shares.

(e) Fractional Shares . In connection with the conversion of any shares of the Convertible Preferred Stock, no fractions of shares of Common Stock shall be issued, but the Corporation shall pay a cash adjustment in respect of any fractional interest in an amount equal to the fractional interest multiplied by the Daily VWAP of the Common Stock on the Conversion Date (in the case of Physical Settlement) or the Daily VWAP of the Common Stock on the last Trading Day of the relevant Observation Period (in the case of Combination Settlement) rounded to the nearest whole cent.

(f) Total Shares . If more than one share of the Convertible Preferred Stock shall be surrendered for conversion by the same holder at the same time, the number of full shares of Common Stock issuable on conversion of those shares shall be computed on the basis of the total number of shares of the Convertible Preferred Stock so surrendered.

FILING #0004273381 PG 19 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03345

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(g) Reservation of Shares; Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Corporation shall:

(i) at all times reserve and keep available, free from preemptive rights, for issuance upon the conversion of shares of the Convertible Preferred Stock such number of its authorized but unissued shares of Common Stock as shall from time to time be sufficient to permit the conversion of all Outstanding shares of the Convertible Preferred Stock;

(ii) prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Convertible Preferred Stock, comply with all applicable federal and state laws and regulations that require action to be taken by the Corporation (including, without limitation, the registration or approval, if required, of any shares of Common Stock to be provided for the purpose of conversion of the Convertible Preferred Stock hereunder); and

(iii) ensure that all shares of Common Stock delivered upon conversion of the Convertible Preferred Stock will, upon delivery, be duly and validly issued, folly paid and nonassessable, free of all liens and charges and not subject to any preemptive rights.

(8). Fundamental Change Conversions.

(a) If a Fundamental Change occurs, holders of Convertible Preferred Stock may elect to convert shares of Convertible Preferred Stock at any time during the Fundamental Change Period (the right of conversion, “ Fundamental Change Conversion Right ”) at an adjusted Conversion Rate as follows:

(i) If the Stock Price is greater than or equal to $61.22 (the “ Reference Price ”) (subject to adjustment in the same manner as the Stock Price as provided in clause (b)(iv) below), the Conversion Rate shall be increased by a number of additional shares determined by reference to the table below (such additional shares, the “ Fundamental Change Make-Whole Premium ”); and

(ii) if the Stock Price is less than the Reference Price (subject to adjustment in the same manner as the Stock Price as provided in clause (b)(iv) below), the Conversion Rate shall be equal to the Liquidation Preference per share of Convertible Preferred Stock plus all accumulated and unpaid dividends thereon to but excluding the Fundamental Change Settlement Date (unless the Conversion Date for a share of Convertible Preferred Stock occurs after the Record Date for the payment of dividends and prior to the related Dividend Payment Date, in which case the Conversion Rate calculation for such share under this clause (ii) shall not include accumulated and unpaid dividends that shall be paid to holders of record on such Record Date as set forth in Section 3B(7)(c) above), divided by the average of the Closing Sale Prices of the Common Stock For the five consecutive Trading Days ending on the third Business Day prior to the Fundamental Change Settlement Date (such average price, the “ Fundamental Change Settlement Price ”). Notwithstanding the foregoing, in no event will the Conversion Rate exceed 3.2669 shares of Common Stock per share of Convertible Preferred Stock, subject to adjustment in accordance with Section 3B(9).

FILING #0004273381 PG 20 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03346

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(b) The Fundamental Change Make-Whole Premium will be determined by reference to the table below, based on the date on which the Fundamental Change occurs (the “ Effective Date ”) and the Stock Price:


	Stock Price
Effective Date	$61.22	$70.00	$75.00	$80.00	$90.00	$100.00	$110.00	$120.00	$130.00	$140.00	$150.00	$160.00	$200.00
November 5, 2010	0.3002	0.2472	0.2170	0.1922	0.1550	0.1288	0.1096	0.0951	0.0838	0.0748	0.0675	0.0613	0.0443
November 17, 2011	0.3002	0.2228	0.1942	0.1701	0.1346	0.1103	0.0930	0.0802	0.0705	0.0628	0.0566	0.0515	0.0374
November 17, 2012	0.3002	0.1953	0.1667	0.1435	0.1102	0.0884	0.0735	0.0629	0.0551	0.0491	0.0443	0.0404	0.0296
November 17, 2013	0.3002	0.1648	0.1356	0.1129	0.0820	0.0631	0.0512	0.0433	0.0378	0.0336	0.0304	0.0278	0.0206
November 17, 2014	0.3002	0.1270	0.0962	0.0739	0.0464	0.0325	0.0252	0.0211	0.0185	0.0166	0.0152	0.0140	0.0105
December 22, 2015 and thereafter	0.3002	0.0953	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

provided, however, that:

(i) if the Stock Price is between two Stock Prices listed in the table above under the column titled “Stock Price,” or if the actual Effective Date of such Fundamental Change is between two Effective Dates listed in the table above in the row immediately below the title “Effective Date,” then the Fundamental Change Make-Whole Premium shall be determined by the Corporation by linear interpolation between the Fundamental Change Make-Whole Premiums set forth for the two Stock Prices and the two Effective Dates on the table based on a 365-day year, as applicable;

(ii) if the Stock Price is greater than $200.00 (subject to adjustment in the same manner as the Stock Price as provided in clause (iv) below), then the Fundamental Change Make-Whole Premium shall be equal to zero and this Section 3B(8) shall not require the Corporation to increase the Conversion Rate with respect to such Fundamental Change;

(iii) if the Stock Price is less than the Reference Price (subject to adjustment in the same manner as the Stock Price as provided in clause (iv) below), then the Fundamental Change Make-Whole Premium shall be equal to zero and the Conversion Rate shall instead be determined in accordance with clause (a)(ii);

(iv) if an event occurs that requires, pursuant to Section 3B(9), an adjustment to the Conversion Rate, then, on the date and at the time such adjustment is so required to be made, each price set forth in the table above under the column titled “Stock Price” shall be deemed to be adjusted so that such Stock Price, at and after such time, shall be equal to the product of (1) such Stock Price as in effect immediately before such adjustment to such Stock Price and (2) a fraction whose numerator is the Conversion Rate in effect immediately before

FILING #0004273381 PG 21 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03347

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

such adjustment to the Conversion Rate and whose denominator is the Conversion Rate to be in effect, in accordance with Section 3B(9), immediately after such adjustment to the Conversion Rate; and

(v) each Fundamental Change Make-Whole Premium set forth in the table above shall be adjusted in the same manner in which, and for the same events for which, the Conversion Rate is to be adjusted pursuant to Section 3B(9).

(c) To the extent practicable, the Corporation shall notify holders of Convertible Preferred Stock of the anticipated effective date of such Fundamental Change at least 20 Business Days prior to the anticipated effective date of such Fundamental Change, but in any event not later than two Business Days following its awareness of the occurrence of a Fundamental Change, In addition, the Corporation shall send a notice to holders of a Fundamental Change within five Business Days after the Effective Date of the Fundamental Change (the “ Fundamental Change Company Notice ”). Such Fundamental Change Company Notice shall state:

(i) the events constituting the Fundamental Change;

(ii) the Effective Date of the Fundamental Change;

(iii) the last date on which the holder of Convertible Preferred Stock may exercise the Fundamental Change Conversion Right (such date, the “ Fundamental Change Conversion Deadline ”), which shall be a date no less than 20 Business Days nor more than 35 Business Days after the Effective Date of such Fundamental Change, provided that such date shall not be less than 10 Business Days following the early settlement date the Corporation specifies for the purchase contracts as described in the Purchase Contract and Pledge Agreement (the period from the Effective Date of a Fundamental Change to and including the Fundamental Change Conversion Deadline, the “ Fundamental Change Period ”);

(iv) the name and address of the Paying Agent and the Conversion Agent;

(v) the Conversion Rate and any adjustment to the Conversion Rate that will result from the Fundamental Change, or if the Stock Price is less than the Reference Price, the formula for determination of the Conversion Rate;

(vi) the procedures that the holder of Convertible Preferred Stock must follow to exercise the Fundamental Change Conversion Right; and

(vii) if the Stock Price is less than the Reference Price,

(A) the Fundamental Change Settlement Date; and

FILING #0004273381 PG 22 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03348

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(B) if the Fundamental Change Settlement Date falls on or after November 17, 2015, the Settlement Method for all conversions during the Fundamental Change Period, including the amount of cash per share of Convertible Preferred Stock the Corporation will pay in settlement of any such conversions.

(d) To exercise the Fundamental Change Conversion Right, a holder of the Convertible Preferred Stock must convert its shares in accordance with Section 3B(7)(b).

(e) If the Stock Price is less than the Reference Price, then notwithstanding Section 3B(7)(d) hereof,

(i) the Corporation shall settle any conversions during the Fundamental Change Period on the Fundamental Change Settlement Date;

(ii) if the Corporation has validly elected Cash Settlement in the Fundamental Change Company Notice, the Corporation shall deliver, in respect of each share of the Convertible Preferred Stock, an amount of cash equal to the Conversion Rate (as adjusted pursuant to this Section 3B(8)) multiplied by the Fundamental Change Settlement Price; and

(iii) if the Corporation has validly elected Combination Settlement in the Fundamental Change Company Notice, the Corporation shall deliver, in respect of each share of the Convertible Preferred Stock, in addition to the amount of cash per share of Convertible Preferred Stock specified in the Fundamental Change Company Notice, a number of shares of Common Stock (and cash in lieu of any fractional shares) equal to a fraction, the numerator of which is (X) the Conversion Rate (as adjusted pursuant to this Section 3B(8)) multiplied by the Fundamental Change Settlement Price minus (Y) the amount of cash per share specified in the Fundamental Change Company Notice, and the denominator of which is the Fundamental Change Settlement Price.

(f) Nothing in this Section 3B(8) shall prevent an adjustment to the Conversion Rate pursuant to Section 3B(9) in respect of a Fundamental Change.

(9). Conversion Rate Adjustments . The Conversion Rate shall be adjusted from time to time by the Corporation for any of the following events that occur following November 5, 2010 (regardless of whether any Convertible Preferred Stock has been issued at the time of any such event):

(a) If the Corporation issues Common Stock as a dividend or distribution on its Common Stock to all or substantially all holders of its Common Stock, or if the Corporation effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula:

CR ₁ = CR ₀ × OS ₁ / OS ₀

FILING #0004273381 PG 23 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03349

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

where:

CR ₀ = the Conversion Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or share combination;

CR ₁ = the Conversion Rate in effect immediately on and after the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination;

OS ₀ = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such dividend or distribution, or the effective date of such share split or share combination; and

OS ₁ = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or the effective date of such share split or share combination.

Any adjustment made pursuant to this paragraph (a) shall become effective as of the open of business on (x) the Ex-Dividend Date for such dividend or distribution or (y) the date on which such split or combination becomes effective, as applicable. If any dividend or distribution described in this paragraph (a) is declared but not so paid or made, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(b) If the Corporation distributes to all holders of Common Stock any rights, warrants or options entitling them for a period of not more than 45 days after the date of distribution thereof to subscribe for or purchase Common Stock, in any case at an exercise price per share of Common Stock less than the Closing Sale Price of the Common Stock on the Business Day immediately preceding the time of announcement of such distribution, the Conversion Rate shall be increased based on the following formula:

CR ₁ = CR ₀ × (OS ₀ + X) / (OS ₀ + Y)

where:

CR ₀ = the Conversion Rate in effect immediately prior to the Ex-Dividend Date for such distribution;

CR ₁ = the Conversion Rate in effect immediately on and after the Ex-Dividend Date for such distribution;

OS ₀ = the number of shares of Common Stock outstanding immediately prior to the Ex-Dividend Date for such distribution;

X = the aggregate number of shares of Common Stock issuable pursuant to such rights, warrants or options; and

Y = the number of shares of Common Stock equal to the quotient of (A) the aggregate price payable to exercise all such rights, warrants or options and (B) the average of the Closing Sale Prices of Common Stock for the 10 consecutive Trading Days ending on the Trading Day immediately preceding the date of announcement for the distribution of such rights, warrants or options.

FILING #0004273381 PG 24 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03350

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

For purposes of this paragraph (b), in determining whether any rights, warrants or options entitle the holders to subscribe for or purchase Common Stock at less than the applicable Closing Sale Price of the Common Stock, and in determining the aggregate exercise or conversion price payable for such Common Stock, there shall be taken into account any consideration received by the Corporation for such rights, warrants or options and any amount payable on exercise or conversion thereof, with the value of such consideration, if other than cash, to be determined by the Corporation, Any increase to the Conversion Rate made under this paragraph (b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the Ex-Dividend Date for such issuance. If any right, warrant or option described in this paragraph (b) is not exercised or converted prior to the expiration of the exercisability or convertibility thereof, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such right, warrant or option had not been so issued.

(c) If the Corporation distributes shares of Capital Stock of the Corporation, evidences of indebtedness or other assets or property of the Corporation to all holders of Common Stock, excluding:

(i) dividends, distributions, rights, warrants or options as to which an adjustment to the Conversion Rate was effected in paragraph (a) or (b) above;

(ii) dividends or distributions paid exclusively in cash; and

(iii) Spin-Offs described below in this paragraph (c), then the Conversion Rate shall be increased based on the following formula:

CR ₁ = CR ₀ × SP ₀ / (SP ₀ – FMV)

where

CR ₀ = the Conversion Rate in effect immediately prior to the Ex-Dividend Date for such distribution;

CR ₁ = the Conversion Rate in effect immediately on and after the Ex-Dividend Date for such distribution;

SP ₀ = the Closing Sale Price of Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV = the fair market value (as determined in good faith by the Board of Directors) of the shares of Capital Stock of the Corporation, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock, expressed as an amount per share of Common Stock, on the earlier of the Record Date and the Ex-Dividend Date for such distribution.

FILING #0004273381 PG 25 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03351

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

An adjustment to the Conversion Rate made pursuant to the immediately preceding paragraph shall become effective as of the open of business on the Ex-Dividend Date for such distribution.

If any such distribution is declared or not paid or made, the Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such distribution had not been declared. If any such distribution consists of rights, warrants or options, and such rights, warrants or options are not exercised or converted prior to the expiration of the exercisability or convertibility thereof, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such right, warrant or option had not been so issued.

If the Corporation distributes to all holders of Common Stock, Capital. Stock of the Corporation of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a “ Spin-Off ”), the Conversion Rate in effect immediately following the 10th Trading Day immediately following, and including, the effective date of the Spin-Off shall be increased based on the following formula:

CR ₁ = CR ₀ × (FMV ₀ + MP ₀ ) / MP ₀

where:

CR ₀ = the Conversion Rate in effect on the 10th Trading Day immediately following, and including, the effective date of the Spin-Off;

CR ₁ = the Conversion Rate immediately after the 10th Trading Day immediately following (and including) the effective date of the Spin-Off;

FMV ₀ = the average of the Closing Sale Prices of the capital stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Days after and including the effective date of the Spin-Off; and

MP ₀ = the average of the Closing Sale Prices of Common Stock over the first 10 consecutive Trading Days after (and including) the Ex-Dividend Date of the Spin-Off.

An adjustment to the Conversion Rate made pursuant to the immediately preceding paragraph will occur at the dose of business on the 10th Trading Day from and including the effective date of the Spin-Off; provided that in respect of any Conversion Date that occurs within the 10 Trading Days following the effective date of any Spin-Off, references within this paragraph (c) to 10 consecutive Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the effective date of such Spin-Off to and including the applicable Conversion Date in determining the Conversion Rate adjustment for such conversion.

If any such dividend or distribution described in this paragraph (c) is declared but not paid or made, the Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

FILING #0004273381 PG 26 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03352

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(d) If any regular, quarterly cash dividend or distribution made to all or substantially all holders of Common Stock during any quarterly fiscal period exceeds $0.34 per share (the “ Initial Dividend Threshold ”), the Conversion Rate shall be adjusted based on the following formula:

CR ₁ = CR ₀ × (SP ₀ – IDT) / (SP ₀ – C)

where,

CR ₀ = the Conversion Rate in effect immediately prior to the Ex-Dividend Date for such cash dividend or distribution;

CR ₁ = the Conversion Rate in effect immediately after the Ex-Dividend Date for such cash dividend or distribution;

SP ₀ = the Closing Sale Price of Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such cash dividend or distribution;

C = the amount in cash per share the Corporation distributes to holders of Common Stock; and

IDT = the Initial Dividend Threshold.

If C is greater than or equal to SP ₀ , then, in lieu of any adjustment under this paragraph (d), the Corporation shall make adequate provision so that each holder of Convertible Preferred Stock shall have the right to receive upon conversion for each share of Convertible Preferred Stock, in addition to any shares of Common Stock issuable upon such conversion, the amount of cash such holder would have received had such holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for such cash dividend or distribution.

The Initial Dividend Threshold is subject to adjustment in a manner inversely proportional to adjustments to the Conversion Rate, provided that no adjustment will be made to the Initial Dividend Threshold for any adjustment made to the Conversion Rate under this paragraph (d).

(c) If the Corporation pays any cash dividend or distribution that is not a regular, quarterly cash dividend or distribution to all or substantially all holders of Common Stock, the Conversion Rate shall be adjusted based on the following formula:

CR ₁ = CR ₀ × SP ₀ / (SP ₀ – C)

where,

CR ₀ = the Conversion Rate in effect immediately prior to the Ex-Dividend Date for such dividend or distribution;

FILING #0004273381 PG 27 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03353

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

CR ₁ = the Conversion Rate in effect on and after the Ex-Dividend Date for such dividend or distribution;

SP ₀ = the Closing Sale Price of Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and

C = the amount in cash per share the Corporation distributes to holders of Common Stock.

If C is greater than or equal to SP ₀ , then, in lieu of any adjustment under this paragraph (e), the Corporation shall make adequate provision so that each holder of Convertible Preferred Stock shall have the right to receive upon conversion for each share of Convertible Preferred Stock, in addition to any shares of Common Stock issuable upon such conversion, the amount of cash such holder would have received had such holder held a number of shares of Common Stock equal to the Conversion Rate in effect as of the Ex-Dividend Date for such dividend or distribution.

An adjustment to the Conversion Rate made pursuant to Section 3B(9)(d) or Section 3B(9)(e) shall become effective as of the open of business on the Ex-Dividend Date for such dividend or distribution. If any dividend or distribution described in Section 3B(9)(d) or Section 3B(9)(e) is declared but not so paid or made) the Conversion Rate shall be readjusted to the Conversion Rate that would be in effect if such dividend or distribution had not been declared.

(f) If the Corporation or any of its subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Sale Price of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer the Conversion Rate shall be increased based on the following formula:

CR ₁ = CR ₀ × (AC + (SP ₁ x OS ₁ )) / (SP ₁ x OS ₀ )

where:

CR ₀ = the Conversion Rate in effect on the Trading Day on which such tender or exchange offer expires;

CR ₁ = the Conversion Rate in effect on the Trading Day immediately following the date such tender or exchange offer expires;

AC = the aggregate value of all cash and any other consideration (as determined in good faith by the Board of Directors) paid or payable for the Common Stock purchased in such tender or exchange offer;

OS ₀ = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase or exchange of shares of Common Stock pursuant to such tender or exchange offer);

FILING #0004273381 PG 28 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03354

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

OS ₁ = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase or exchange of shares of Common Stock pursuant to such tender or exchange offer); and

SP ₁ = the Closing Sale Price of Common Stock on the Trading Day next succeeding the date such tender or exchange offer expires.

If the application of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate shall be made.

Any adjustment to the Conversion Rate made pursuant to this Section 3B(9)(f) shall become effective on the second day immediately following the date such tender offer or exchange offer expires. If the Corporation or one of its subsidiaries is obligated to purchase Common Stock pursuant to any such tender or exchange offer but is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the Conversion Rate shall be readjusted to be the Conversion Rate that would be in effect if such tender or exchange offer had not been made.

(g) The Corporation may make such increases to the Conversion Rate in addition to those required by this Section 3B(9) as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock resulting from any dividend or distribution of stock (or rights to purchase Common Stock) or from any event treated as such for income tax purposes. To the extent permitted by applicable law, the Corporation from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least 20 days and the increase is irrevocable during the period and the Board of Directors determines in good faith that such increase would be in the best interests of the Corporation. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Corporation shall mail to each holder of the Convertible Preferred Stock at the address of such bolder as it appears in the stock register a notice of the reduction at least 15 days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

(i) No adjustment to the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Conversion Rate then in effect, provided , however , that any adjustments that by reason of this Section 3B(9)(g)(i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing, all such carried forward adjustments shall be made on the Conversion Date with respect to any converted shares of Convertible Preferred Stock, regardless of whether the aggregate adjustment is less than one percent on the Conversion Date. All calculations under this Section 3B(9) shall be made by the Corporation and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be.

(ii) No adjustment to the Conversion Rate shall be made if holders of the Convertible Preferred Stock, as a result of holding the Convertible Preferred

FILING #0004273381 PG 29 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03355

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

Stock and without conversion thereof, are entitled to participate at the same time as the holders of Common Stock participate in any of the transactions described above as if such holders of the Convertible Preferred Stock held a number shares of Common Stock equal to the Conversion Rate, multiplied by the number of shares of Convertible Preferred Stock held by such holders.

(iii) Whenever the Conversion Rate is adjusted as herein provided, the Corporation shall promptly file with the Conversion Agent an Officer’s certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a responsible officer of the Conversion Agent shall have received such Officer’s certificate, the Conversion Agent shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Corporation shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to each holder of Convertible Preferred Stock at its last address appearing in the stock register within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

(iv) If a Conversion Rate adjustment becomes effective on the Ex-Dividend Date for any dividend or distribution and a holder that has converted its shares of the Convertible Preferred Stock on or after such Ex-Dividend Date and on or prior to the related Record Date would be treated as the record holder of Common Stock as of the related Conversion Date based on an adjusted Conversion Rate for such Ex-Dividend date, then, notwithstanding the foregoing Conversion Rate adjustment provisions, adjustments relating to such Ex-Dividend Date will not be made for such converting holder. Instead, such holder will be treated as if such holder were the record owner of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.

(v) For purposes of this Section 3B(9), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation, unless such treasury shares participate in any distribution or dividend that requires an adjustment pursuant to this Section 3B(9), but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

(h) Whenever any provision of this Section 3B(9) requires the Corporation to calculate the Closing Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts over a span of multiple days (including any Observation Period), the Corporation shall make appropriate adjustments to each to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, at any time during the period when the Closing Sale Prices, the Daily VWAPs, the Daily Conversion Values or the Daily Settlement Amounts are to be calculated.

FILING #0004273381 PG 30 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03356

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(10). Effect of Recapitalizations, Reclassifications and Changes of Common Stock.

(a) If any of the following events occur, namely (i) any recapitalization, reclassification or change of Common Stock (other than changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Corporation, (iii) any sale, lease or other transfer of all or substantially all of the properties and assets of the Corporation to any other Person, or (iv) any statutory share exchange, in each case, as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock, then each share of Convertible Preferred Stock shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “ Reference Property ”) upon such transaction; provided , however, that at and after the effective time of the transaction (i) the Corporation shall continue to have the right to determine the form of consideration to be paid and delivered, as the case may be, upon conversion of the Convertible Preferred Stock in accordance with Section 3B(7)(d) and (ii) (x) any amount payable in cash upon conversion of the Convertible Preferred Stock in accordance with Section 3B(7)(d) shall continue to be payable in cash, (y) any shares of Common Stock that the Corporation would have been required to deliver upon conversion of Convertible Preferred Stock in accordance with Section 3B(7)(d) shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such transaction and (z) the Daily VWAP shall be calculated based on the value of a unit of Reference Property that a holder of one share of Common Stock would have received in such transaction.

(b) If the holders of Common Stock receive only cash in such transaction, then notwithstanding anything herein to the contrary for all conversions that occur after the effective date of such transaction (i) the consideration due upon conversion of each share of Convertible Preferred Stock shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Fundamental Change Make-Whole Premium), multiplied by the price paid per share of Common Stock in such transaction and (ii) the Corporation shall satisfy its conversion obligation by paying cash to converting holders of Convertible Preferred Stock on the third Scheduled Trading Day immediately following the Conversion Date.

(c) If the transaction causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then for the purposes of this Section 3B(10), the Reference Property shall be deemed to be the weighted average of the types and amounts of consideration so receivable received per share by the holders of Common Stock that affirmatively make such election.

FILING #0004273381 PG 31 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03357

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(d) In connection with any adjustment to the Conversion Rate provided under Section 3B(9), the Corporation shall also adjust the Initial Dividend Threshold under Section 3B(9)(d) based on the number of shares of Common Stock comprising the Reference Property and (if applicable) the value of any non-stock consideration comprising the Reference Property. If the Reference Property is composed solely of nonstock consideration, the Initial Dividend Threshold shall be zero.

(e) The Corporation shall cause notice of the application of this Section 3B(10) to be delivered to each holder of the Convertible Preferred Stock at the address of such holder as it appears in the stock register within twenty (20) days after the occurrence of any of the events specified in Section 3B(10)(a) and shall issue a press release containing such information and publish such information on its web site on the World Wide Web. Failure to deliver such notice shall not affect the legality or validity of any conversion right pursuant to this Section 3B(10).

(f) The above provisions of this Section 3B(10) shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances, and the provisions of Section 3B(9) shall apply to any shares of Capital Stock received by the holders of Common Stock in any such reclassification, change, consolidation, merger, combination, sale or conveyance; provided that if this Section 3B(10) applies to any event or occurrence, Section 3B(9) shall not apply to such event or occurrence.

(11). Rights Issued in Respect of Common Stock Issued Upon Conversion . If the Corporation has in effect a rights plan while any shares of Convertible Preferred Stock remain outstanding, holders of Convertible Preferred Stock shall receive, upon a conversion of Convertible Preferred Stock, in addition to shares of Common Stock, rights under the Corporation’s shareholder rights agreement unless, prior to such conversion, the rights have expired, terminated or been redeemed or unless the rights have separated from the Common Stock. If the rights provided for in the shareholder rights plan have separated from the Common Stock in accordance with the provisions of the applicable shareholder rights agreement so that holders of Convertible Preferred Stock would not be entitled to receive any rights in respect of the Common Stock, if any, that the Corporation is required to deliver upon conversion of Convertible Preferred Stock, the Conversion Rate shall be adjusted at the time of separation as if the Corporation had distributed to all holders of the Common Stock, Capital Stock of the Corporation (other than Common Stock), evidences of indebtedness, the Corporation’s assets or properties pursuant to Section 3B(9)(c) above, subject to readjustment upon the subsequent expiration, termination or redemption of the rights.

(12). Voting Rights.

(a) The holders of record of shares of the Convertible Preferred Stock shall not be entitled to any voting rights except as hereinafter provided in this Section 3B(12), as otherwise provided in the Certificate of Incorporation and as otherwise provided by law.

FILING #0004273381 PG 32 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03358

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

(b) The affirmative vote of holders of at least two-thirds of the outstanding shares of the Convertible Preferred Stock and all other class or series of Parity Stock upon which like voting rights have been conferred, voting as a single class, in person or by proxy, at an annual meeting of the Corporation’s stockholders or at a special meeting called for the purpose, or by written consent in lieu of such a meeting, shall be required for the following events:

(i) to authorize, create or issue, or increase the number of authorized or issued shares of any class or series of Senior Stock, or reclassify any Capital Stock of the Corporation into any such shares of Senior Stock, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any shares of Senior Stock; and

(ii) to alter, repeal or amend, any provisions of the Certificate of Incorporation if the amendment would affect any right, preference, privilege or voting power of the Convertible Preferred Stock, so as to materially and adversely affect the holders thereof.

Holders of Convertible Preferred Stock shall not be entitled to vote any increase in the number of the authorized shares of Common Stock or Preferred Stock, any increase in the number of authorized shares of Convertible Preferred Stock, or the creation and issuance of any class or series of Common Stock, other Junior Stock or Parity Stock, except as set forth above. Nor shall holders of Convertible Preferred Stock have any voting right with respect to, and the consent of the holders of any Convertible Preferred Stock is not required for, any corporate action, including any merger or consolidation involving the Corporation or a sale of all or substantially all of the assets of the Corporation, regardless of the effect that such merger, consolidation or sale may have upon the powers, preferences, voting power or other rights or privileges of Convertible Preferred Stock, except as set forth above.

In addition, the voting power as provided above shall not apply, if, at or prior to the time when the act with respect to which the vote would otherwise be required would occur, the Corporation has converted or redeemed upon proper procedures all outstanding shares of the Convertible Preferred Stock.

(c) If at any time dividends on any shares of Convertible Preferred Stock shall be in arrears for six or more quarterly periods, whether or not consecutive, then the holders of shares of Convertible Preferred Stock (voting together as a class with all other series of Parity Stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect two additional directors of the Corporation (each, a “ Convertible Preferred Stock Director ”) at the next annual meeting of stockholders (or at a special meeting of the Corporation’s stockholders called for such purpose, whichever is earlier) and each subsequent meeting until all dividends accumulated on the Convertible Preferred Stock and all other series of Parity Stock upon which like voting rights have been conferred and are exercisable have been fully paid or a sum sufficient for payment is set aside for payment In such a case, the number of directors serving on the Board of Directors shall be increased by two. The term of office of such Convertible Preferred Stock Directors will terminate immediately upon the termination of the right of

FILING #0004273381 PG 33 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03359

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

the holders of Convertible Preferred Stock and such Parity Stock to vote for directors. Each bolder of shares of the Convertible Preferred Stock will have one vote for each share of Convertible Preferred Stock held. At any time after voting power to elect directors shall have become vested and be continuing in the holders of the Convertible Preferred Stock pursuant to this Section 3B(12)(c), or if a vacancy shall exist in the office of any Convertible Preferred Stock Director, the Board of Directors may, and upon written request of the holders of record of at least 10% of the Outstanding Convertible Preferred Stock and all other series of Parity Stock upon which like voting rights have been conferred and are exercisable addressed to the Chairman of the Board of the Corporation shall, call a special meeting of the holders of the Convertible Preferred Stock and all other series of Parity Stock upon which like voting rights have been conferred and are exercisable (voting together as a class with all other series of Parity Stock upon which like voting rights have been conferred and are exercisable) for the purpose of electing the Convertible Preferred Stock Directors) that such holders are entitled to elect; provided that, if such written request is received within 90 days before the date fixed for the next annual or special meeting of stockholders, Board of Directors may disregard the request and the Convertible Preferred Stock Directors shall be elected at such annual or special meeting of stockholders. At any meeting held for the purpose of electing a Convertible Preferred Stock Director, the presence in person or by proxy of the holders of at least a majority of the Outstanding Convertible Preferred Stock shall be required to constitute a quorum of such Convertible Preferred Stock and the Convertible Preferred Stock Directors shall be elected by a plurality of the votes cast, Each Convertible Preferred Stock Director shall be entitled to one vote on any matter before the Board of Directors. The Convertible Preferred Stock Directors shall agree, prior to their election to office, to resign upon any termination of the right of the holders of Convertible Preferred Stock and Parity Stock having like voting rights to vote as a class for Convertible Preferred Stock Directors as herein provided, and upon such termination, the Convertible Preferred Stock Directors then in office shall forthwith resign and the number of directors serving on Board of Directors will be reduced accordingly.

(13). Transfer Agent and Registrar . The duly appointed transfer agent (the “ Transfer Agent ”) and Registrar (the “ Registrar ”) for the Convertible Preferred Stock shall be Computershare Investor Services, LLC. The Corporation may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Corporation and the Transfer Agent; provided that the Corporation shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal.

(14). Currency . All shares of Convertible Preferred Stock shall be denominated in U.S. currency, and all payments and distributions thereon or with respect thereto shall be made in U.S. currency. All references herein to “$”or “dollars” refer to U.S. currency.

(15). Form .

(a) The Convertible Preferred Stock shall be issued in the form of one or more permanent global shares of Convertible Preferred Stock (each, a “ Global Preferred Share ”) in definitive, fully registered form with the global legend (the “ Global Shares Legend ”) as set forth on the form of Convertible Preferred Stock certificate.

FILING #0004273381 PG 34 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03360

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

The Global Preferred Shares may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Corporation is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Corporation). The Global Preferred Shares shall be deposited on behalf of the holders of the Convertible Preferred Stock represented thereby with the Registrar, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Corporation and countersigned and registered by the Registrar as hereinafter provided. The aggregate number of shares represented by each Global Preferred Share may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. At such time as all interests in a Global Preferred Share have been converted, canceled, repurchased or transferred, such Global Preferred Share shall be, upon receipt thereof, canceled by the Corporation in accordance with standing procedures and existing instructions between the Depositary and the Corporation.

This Section 3B(15)(a) shall apply only to a Global Preferred Share deposited with or on behalf of the Depositary. The Corporation shall execute and the Registrar shall, in accordance with this Section 3B(15), countersign and deliver initially one or more Global Preferred Shares that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to Cede & Co. or pursuant to instructions received from Cede & Co. or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar. Members of, or participants in, the Depositary (“ Agent Members ”) shall have no rights under this Section 3B, with respect to any Global Preferred Share held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary, or under such Global Preferred Share, and the Depositary may be treated by the Corporation, the Registrar and any agent of the Corporation or the Registrar as the absolute owner of such Global Preferred Share for ail purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Registrar or any agent of the Corporation or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Share.

Notwithstanding any other provisions of this Section 3B (other than the provisions set forth in this Section 3B(15)(a)), a Global Preferred Share may not be transferred as a whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii) for transfers of portions of a Global Preferred Share in certificated form made upon request of a member of, or a participant in, the Depositary (for itself or on behalf of a beneficial owner) by notice by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section 3B(15)(a).

Owners of beneficial interests in Global Preferred Shares shall not be entitled to receive physical delivery of certificated shares of Convertible Preferred Stock, unless (x) DTC is unwilling or unable to continue as Depositary for the Global Preferred Shares and the Corporation does not appoint a qualified replacement for DTC within 90 days, (y) DTC ceases to

FILING #0004273381 PG 35 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03361

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

be a “clearing agency” registered under the Exchange Act and the Corporation does not appoint a qualified replacement for DTC within 90 days or (z) a beneficial owner seeking to exercise or enforce its rights under its shares of Convertible Preferred Stock requests that its shares be issued as definitive certificated shares of Convertible Preferred Stock. In any such case, the Global Preferred Shares shall be exchanged in whole for certificated shares of Convertible Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Certificated shares of Convertible Preferred Stock shall be registered in the name or names of the Person or Person specified by DTC in a written instrument to the Registrar.

If the Corporation determines at any time that the shares of Convertible Preferred Stock shall no longer be represented by Global Preferred Shares, it shall inform the Depositary of such determination which will, in turn, notify participants of their right to withdraw such representation by Global Preferred Shares, and if such participants elect to withdraw their beneficial interests, the Corporation shall issue certificates in definitive form in exchange for such beneficial interests in the Global Preferred Shares.

(b) (i) An Officer shall sign the Global Preferred Shares for the Corporation, in accordance with the Corporation’s bylaws and applicable law, by manual or facsimile signature.

(ii) If an Officer whose signature is on a Global Preferred Share no longer holds that office at the time the Transfer Agent authenticates the Global Preferred Share, the Global Preferred Share shall be valid nevertheless.

(iii) A Global Preferred Share shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Global Preferred Share. The signature shall be conclusive evidence that such Global Preferred Share has been authenticated under this Section 3B. Each Global Preferred Share shall be dated the date of its authentication.

(16). Transfer.

(a) Notwithstanding any provision to the contrary herein, so long as a Global Preferred Share remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Preferred Share, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with this Section 3B(16).

(b) Transfers of a Global Preferred Share shall be limited to transfers of such Global Preferred Share in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee.

(17). Paying Agent and Conversion Agent.

(a) The Corporation shall maintain in the Borough of Manhattan, City of New York, State of New York (i) an office or agency where Convertible Preferred Stock may be presented for payment (the “ Paying Agent ”) and (ii) an office or agency where Convertible Preferred Stock may be presented for conversion (the “ Conversion Agent ”). The Transfer Agent shall act as Paying Agent and Conversion Agent, unless another

FILING #0004273381 PG 36 OF 36 VOL B-01465

FILED 11/05/2010 04:00 PM PAGE 03362

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

Paying Agent or Conversion Agent is appointed by the Corporation. The Corporation may appoint the Registrar, the Paying Agent and the Conversion Agent and may appoint one or more additional paying agents and one or more additional conversion agents in such other locations as it shall determine. The term “Paying Agent” includes any additional paying agent and the term “Conversion Agent” includes any additional conversion agent The Corporation may change any Paying Agent or Conversion Agent without prior notice to any holder. The Corporation shall notify the Registrar of the name and address of any Paying Agent or Conversion Agent appointed by the Corporation. If the Corporation fails to appoint or maintain another entity as Paying Agent or Conversion Agent, the Registrar shall act as such. The Corporation or any of its Affiliates may act as Paying Agent, Registrar or Conversion Agent.

(b) Payments due on the Convertible Preferred Stock shall be payable at the office or agency of the Corporation maintained for such purpose in The City of New York and at any other office or agency maintained by the Corporation for such purpose. Payments shall be payable by United States dollar check drawn on, or wire transfer (provided, that appropriate wire instructions have been received by the Registrar at least 15 days prior to the applicable date of payment) to a U.S. dollar account maintained by the holder with, a bank located in New York City; provided that at the option of the Corporation, payment of dividends may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Convertible Preferred Stock register. Notwithstanding the foregoing, payments due in respect of beneficial interests in the Global Preferred Shares shall be payable by wire transfer of immediately available funds in accordance with the procedures of the Depositary.

(18). Headings . The headings of the subsections of this Section 3B are for convenience of reference only and shall not define, limit or affect any of the provisions hereof.”


STATE OF CONNECTICUT	}	SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE	}	SS. HARTFORD
I hereby certify that this is a true copy of record in this Office In Testimony whereof, I have hereunto set my hand, and affixed the Seal of said State, at Hartford this 8 ^th day of November A.D. 2010

/s/ Susan Bysiewicz
SECRETARY OF THE STATE

FILING #0004581424 PG 01 OF 03 VOL B-01643

FILED 04/17/2012 04:00 PM PAGE 00103

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

STANLEY BLACK & DECKER, INC.

Stanley Black & Decker, Inc., a corporation organized and existing under the Connecticut Business Corporation Act (the “ CBCA ”), does hereby certify:

1. The name of the corporation is Stanley Black & Decker, Inc.

2. The Restated Certificate of Incorporation is hereby amended by deleting Section 4 and replacing it with a new Section 4 as set forth on Exhibit A hereto.

3. The amendment was approved by the shareholders in the manner required by Sections 33-600 to 33-998 of the Connecticut General Statutes, and by the Restated Certificate of Incorporation.

[Signature page follows]

FILING #0004581424 PG 02 OF 03 VOL B-01643

FILED 04/17/2012 04:00 PM PAGE 00104

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

IN WITNESS WHEREOF, this corporation has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be duly executed this 17 day of April, 2012.


STANLEY BLACK & DECKER, INC.

By:		/s/ Bruce H. Beatt
Name:		Bruce H. Beatt
Title:		Senior Vice President, General Counsel and Secretary

FILING #0004581424 PG 03 OF 03 VOL B-01643

FILED 04/17/2012 04:00 PM PAGE 00105

SECRETARY OF THE STATE

CONNECTICUT SECRETARY OF THE STATE

Exhibit A

Text of Amendment

Section 4. The stock, property and affairs of said corporation shall be managed by a Board consisting of not less than nine nor more than eighteen directors, the exact number to be determined by the Board of Directors from time to time. Until the 2013 Annual Meeting of Shareholders, the Board of Directors shall be divided into three classes designated Class I, Class II and Class III. Such classes shall be as nearly equal in number as the then total number of directors constituting the entire Board permits. Commencing with the 2013 Annual Meeting of Shareholders, the foregoing classification of directors shall cease and the terms of all directors then in office shall expire. At the 2013 Annual Meeting of Shareholders and at each annual meeting of shareholders thereafter, each nominee for director shall stand for election to a one-year term expiring at the next annual meeting of shareholders. Despite the expiration of a director’s term, such director shall continue to serve until either the director’s successor shall have been duly elected and qualified or there is a decrease in the number of directors. The directors may increase the number of directorships by the concurring vote of directors holding a majority of the directorships. Any vacancy on the Board that is created by an increase in the number of directors may be filled for the unexpired term by the concurring vote of directors holding a majority of the directorships, which number of directorships shall be the number prior to the vote on the increase. Any other vacancy which occurs on the Board may be filled for the unexpired term by the concurring vote of a majority of the remaining directors in office, though such remaining directors are less than a quorum, and though such majority is less than a quorum, or by action of the sole remaining director in office. No reduction of the number of directorships shall remove or shorten the term of any director in office.

In the event of a vacancy among the directors so elected by the holders of preferred stock, the remaining preferred directors may fill the vacancy for the unexpired term.

DATA REPORTING CORP.

330 ROBERTS STREET, SUITE 203

EAST HARTFORD, CT 06108-3654


STATE OF CONNECTICUT	}	SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE
I hereby certify that this is a true copy of record in this Office In Testimony whereof, I have hereunto set my hand and affixed the Seal of said State, at Hartford this 19th day of April A.D. 2012

/s/ Denise W. Merrill
SECRETARY OF THE STATE

Exhibit (3)(ii)

As amended April 17, 2012

STANLEY BLACK & DECKER, INC.

BYLAWS

ARTICLE I

SHAREHOLDERS’ MEETINGS

Annual Meeting . The Annual Meeting of the shareholders shall be held at such time in each year and at such place within or without the State of Connecticut as the Board of Directors may determine. Notice thereof shall be mailed to each shareholder to his or her last known post office address not less than ten days nor more than sixty days before such Meeting.

Special Meetings . Special Meetings of the shareholders shall be called by the Chairman, or the Chief Executive Officer or Secretary, or by the Chairman, or the Chief Executive Officer or Secretary upon the written request of the holders of not less than 35% of the voting power of all shares entitled to vote on any issue proposed to be considered at such Meeting by mailing a notice thereof to each shareholder to his or her last known post office address not less than twenty-five days nor more than fifty days before such Meeting.

3.	Quorum . At any Meeting of shareholders the holders of not less than a majority of the shares outstanding and entitled to vote present in person or by proxy shall constitute a quorum. The Directors may establish a record date for voting or other purposes in accordance with law.

Business to be Conducted at Annual Meeting . No business may be transacted at an Annual Meeting of shareholders (including any adjournment thereof), other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the Annual Meeting by any shareholder (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 4 and on the record date for the determination of shareholders entitled to vote at such Annual Meeting and (ii) who complies with the notice procedures set forth in this Section 4.

In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary.

To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary of the date on which the proxy statement was first mailed relating to the immediately preceding Annual Meeting of shareholders; provided, however , that in the event that the Annual Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, in order for a shareholder’s notice to be timely it must be so received not later than the close of business on the tenth (10th) day following the day on which the notice of the date of such Annual Meeting was mailed or public disclosure of the date of such Annual Meeting was made, whichever first occurs. In no event shall the public announcement of an adjournment of an Annual Meeting commence a new time period for the giving of a shareholder’s notice as described above.

To be in proper written form, a shareholder’s notice to the Secretary must set forth as to each matter such shareholder proposes to bring before the Annual Meeting (i) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, including the complete text of any resolutions to be presented at the Annual Meeting with respect to such business, and the reasons for conducting such business at the Annual Meeting, (ii) the name and record address of the shareholder of record proposing such business and any other person on whose behalf the proposal is being made, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such shareholder or such other person, (iv) a description of all arrangements or understandings between such shareholder and any such other person or persons in connection with the proposal of such business by such shareholder, (v) a description of any material interest of such shareholder or such other person in such business and (vi) a representation that such shareholder intends to appear in person or by proxy at the Annual Meeting to bring such business before the meeting.

No business shall be conducted at the Annual Meeting of shareholders except business brought before the Annual Meeting in accordance with the procedures set forth in this Section 4; provided , however , that, once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in this Section 4 shall be deemed to preclude discussion by any shareholder of any such business. If the Chairman of an Annual Meeting determines that business was not properly brought before the Annual Meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

ARTICLE II

NOMINATIONS OF DIRECTOR CANDIDATES

Eligibility to Make Nominations . Nominations of candidates for election as directors of the Corporation at any meeting of shareholders called for election of directors may be made by the Board of Directors (an “ Election Meeting ”) or at any annual meeting of shareholders by any shareholder entitled to vote at such annual meeting.

- 2 -

Procedure for Nominations by the Board of Directors . Nominations made by the Board of Directors shall be made at a meeting of the Board of Directors, or by written consent of directors in lieu of a meeting, not less than 30 days prior to the date of the Election Meeting, and such nominations shall be reflected in the minute books for the Corporation as of the date made. At the request of the Secretary of the Corporation each proposed nominee shall provide the Corporation with such information concerning himself or herself as is required, under the rules of the Securities and Exchange Commission, to be included in the Corporation’s proxy statement soliciting proxies for his or her election as a director.

Procedure for Nominations by Shareholders . Any shareholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at an Annual Meeting only if such shareholder has given timely written notice of such shareholder’s intent to make such nomination or nominations. To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary of the date on which the proxy statement was first mailed relating to the immediately preceding Annual Meeting of shareholders; provided , however , that in the event that the Annual Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, in order for a shareholder’s notice to be timely it must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of such Annual Meeting was mailed or public disclosure of the date of such Annual Meeting was made, whichever first occurs. In no event shall the public announcement of an adjournment of an Annual Meeting commence a new time period for the giving of a shareholder’s notice as described above.

To be in proper written form, a shareholder’s notice to the Secretary must set forth: (i) the name and record address of the shareholder of record making such nomination and any other person on whose behalf the nomination is being made, and of the person or persons to be nominated, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such shareholder or such other person, (iii) a description of all arrangements or understandings between such shareholder and any such other person or persons or any nominee or nominees in connection with the nomination by such shareholder, (iv) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required to be disclosed, pursuant to the rules of the Securities and Exchange Commission had the nominee been nominated or intended to be nominated by the Board of Directors, and shall include a consent signed by each such nominee to being named in the proxy statement for the Annual Meeting as a nominee and to serve as a director of the Corporation if so elected and (v) a representation that such shareholder intends to appear in person or by proxy at the Annual Meeting to make such nomination.

- 3 -

Substitution of Nominees . In the event that a person is validly designated as a nominee in accordance with Section 2 of this Article II and shall thereafter become unable or unwilling to stand for election to the Board of Directors, a substitute nominee may be designated by those named as proxies in proxies solicited on behalf of the Board of Directors if the person was designated as nominee in accordance with Section 2 of this Article II.

5.	Determination of Compliance with Procedure . If the Chairman of the Election Meeting or the Annual Meeting determines that a nomination was not in accordance with the foregoing procedures, such nomination shall be void and shall be disregarded.

ARTICLE III

DIRECTORS AND COMMITTEES

Directors . The business, property and affairs of this Corporation shall be managed by or under the direction of the Board of Directors consisting of not less than nine nor more than eighteen Directors, the exact number to be determined by the Board of Directors from time to time. All Directors shall be shareholders of record. Until the 2013 Annual Meeting of shareholders, the Directors shall be divided into three classes designated Class I, Class II and Class III. Such classes shall be as nearly equal in number as the total number of Directors constituting the entire Board of Directors permits. Commencing with the 2013 Annual Meeting of shareholders, the foregoing classification of Directors shall cease and the terms of all Directors then in office shall expire. At the 2013 Annual Meeting of shareholders and at each Annual Meeting of shareholders thereafter, each nominee for Director shall stand for election to a one-year term expiring at the next Annual Meeting of shareholders. Despite the expiration of a Director’s term, such Director shall continue to serve until either the Director’s successor shall have been duly elected and qualified or there is a decrease in the number of Directors. The Directors may increase the prescribed number of Directors by the concurring vote of a majority of the prescribed number of Directors. No reduction of the number of Directors shall remove or shorten the term of any Director in office. A majority of the number of Directors prescribed shall constitute a quorum for the transaction of business.

1.A.	Election of Directors .

(a)

Commencing with the Annual Meeting of the shareholders occurring in 2012 and for each subsequent election of directors thereafter, (i) each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of Directors to be elected, or a shareholder may indicate an abstention, but without cumulating the votes; (ii) to be elected, a nominee must have received a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present, provided a nominee who is elected but receives more votes against than for election shall serve as a Director for a term that shall terminate on the date that is the earlier of (A) ninety days from the date on which the voting results are determined, or (B) the date on which an individual is selected by the Board of Directors to fill the office held by such

- 4 -

Director, which selection shall be deemed to constitute the filling of a vacancy by the Board. Subject to subsection (a)(iii), a nominee who is elected but receives more votes against than for election shall not serve as a Director beyond the ninety-day period specified in subsection (a)(ii)(A); and (iii) the Board of Directors may select any qualified individual to fill the office held by a Director who received more votes against than for election.

(b)

Subsection (a) does not apply to an election of Directors if at the expiration of the notice period specified in Article II, Section 3 of these Bylaws, there are more candidates for election than the number of Directors to be elected, one or more of whom are properly proposed by shareholders. An individual shall not be considered a candidate for purposes of this subsection if the Board of Directors determines before the notice of meeting is given that such individual’s candidacy does not create a bona fide election contest.

Meetings . The Chairman, the Chief Executive Officer or any Vice Chairman may and upon written application of any three Directors shall call a meeting of the Board of Directors to be held at such time and place as may be determined by the person calling said meeting and shall cause notice thereof to be given. Unless waived in writing, three days verbal or written (mail) notice shall be required provided, however, that if in the judgment of any two officers an emergency exists, a meeting may be called forthwith by telephone or facsimile or verbal notice and such notice shall be deemed sufficient notice notwithstanding that some of the Directors may not have actual notice.

The Annual Meeting of the Directors for the election of officers shall be held without notice, immediately after the Annual Meeting of shareholders. Regular meetings of the Directors shall be held at least on a quarterly basis.

Written Consent . If all the Directors, or all members of a committee of the Board of Directors, as the case may be, severally or collectively consent in writing to any action taken or to be taken by the Corporation, and the number of such Directors or members constitutes a quorum for such action, such action shall be a valid corporate action as though it had been authorized at a meeting of the Board of Directors or committee, as the case may be. The Secretary shall file such consents with the minutes of the Board of Directors or of the committee, as the case may be.

Participation by Telephone . A Director may participate in a meeting of the Board of Directors or of a committee by any means of communication by which all Directors participating in the meeting may simultaneously hear one another during the meeting, and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

Vacancies . In case any vacancy or vacancies shall exist in the Board of Directors at any time the remaining members of the Board by majority action may fill the vacancy or vacancies. The term of a Director elected to fill a vacancy expires at the next shareholders meeting at which Directors are elected.

- 5 -

Committees . The Board of Directors may from time to time appoint from its membership such committees as it may deem necessary or desirable for the best interests of the Corporation and may delegate to any committee all needful authority to the extent permitted by law. The meetings of all committees are open to all directors. Each committee shall fix its own rules as to procedure and calling of meetings. It shall appoint a Secretary, who need not be a member of the committee. Such Secretary shall call meetings of the committee on the request of the Chair of the committee or any two members and shall keep permanent record of all of its proceedings. A majority of the members of any committee shall constitute a quorum.

Executive Committee . The Directors shall appoint an Executive Committee consisting of the Chairman, the Chief Executive Officer (if he shall also be a Director), the Lead Independent Director and at least two other Directors, but in no event shall the Committee consist of less than five members. The Board of Directors may at any time decrease (subject to the provisions of the preceding paragraph) or increase the size of said Committee, may change the membership thereof and may fill vacancies therein.

During intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Corporation, but the Committee shall have no power to declare dividends or do other things specially reserved by law to the Directors. The Executive Committee shall have power to appoint such subcommittees as it may deem necessary to report and make recommendations to the Executive Committee. Any action taken by the Executive Committee shall be subject to change, alteration and revision by the Board of Directors, provided that no rights or acts of others shall be affected by any such alteration or revision.

Finance and Pension Committee . A Finance and Pension Committee consisting of at least three Directors shall be appointed by the Board of Directors. The Committee shall advise and assist the Chief Financial Officer and the Treasurer in major matters concerning the finances of the Corporation and in matters of major policy decisions in the purchase and sale of securities. In performance of this the Committee shall regularly review the financial condition of the Corporation so as to counsel these officers and the Board on the total financial resources, strength and capabilities of the Corporation. In this connection, the Committee shall analyze and advise on fundamental corporate changes in capital structure (both debt and equity); review the capital structure of the Corporation and make recommendations with respect to management proposals concerning financing, purchases of treasury stock, investments, and dividend actions; review periodically the Corporation’s risk management program and its adequacy to safeguard the Corporation against extraordinary liabilities or losses; and advise and assist in matters such as short-term investments, credit liabilities, financings, and hedges of foreign currency exposures.

The Committee shall oversee the Corporation’s administration of its pension plans and of the pension plans of its subsidiaries. The Committee shall be responsible for setting

- 6 -

(subject to the approval of the Board of Directors) the retirement policies of the Corporation and its subsidiaries; for amending pension plans, savings and retirement plans, stock ownership plans or any similar plans or related trust agreements; and for approving actuarial assumptions and investment policies for the Corporation’s pension plans. It shall report at least annually to the Board of Directors. The Committee may delegate any or all of these functions to such employees as it, in its judgment, deems appropriate.

Specifically, the Committee shall approve retaining or terminating the services of actuaries, lawyers, accountants or other professionals for the plans; shall approve annually the amount of the contributions to be made by the Corporation to the respective plans; and shall approve appointing and terminating trustees and investment managers and determine the allocation of the assets of the plans among one or more trustees or investment managers.

Audit Committee . An Audit Committee consisting of at least three Directors shall be appointed by the Board of Directors. Except as permitted by the independence requirements of the New York Stock Exchange, none of the Audit Committee members shall be officers or employees of the Corporation or any of its affiliates. Audit Committee members shall have no relationship to the Corporation that may interfere with the exercise of their independence from management and the Corporation. Each member of the Audit Committee shall be financially literate and at least one member shall have accounting or related financial management expertise, as such qualifications are interpreted by the Corporation’s Board of Directors in its business judgment.

The responsibilities of the Audit Committee shall be to:

(a)

Meet with the independent auditor prior to the audit to review the plan and scope of the audit; meet with management and the independent auditor to review the audited financial statements, including major issues and developments regarding financial reporting and accounting matters; and review the management letter prepared by the independent auditor and management’s responses.

(b)

Discuss with the independent auditor the matters required to be discussed on an annual or quarterly basis, as the case may be, under generally accepted auditing standards and any other applicable laws or regulations relating to the conduct of the audit.

(c)

Meet periodically with management and the independent and internal auditors to review the adequacy of the Corporation’s system of internal controls over financial reporting and the safeguarding of assets and review significant risk and control exposures and the steps being taken by management to monitor such exposures.

(d)

Recommend to the Board of Directors the appointment of the independent auditor, subject to shareholder approval, which firm is ultimately accountable to

- 7 -

the Audit Committee and the Board of Directors; approve the fees to be paid to the independent auditor; receive and review with the independent auditor periodic reports regarding the auditor’s independence and if so determined by the Audit Committee, recommend that the Board of Directors take appropriate action to satisfy itself of the independence of the auditor; and evaluate the performance of the independent auditor and, if so determined by the Audit Committee, recommend that the Board of Directors replace the independent auditor.

(e)

Periodically review the audit plan, the internal audit department responsibilities, budget, resources, skills and staffing; concur in the appointment or replacement of the Director of Internal Audit; review at least annually a summary of audit findings prepared by the internal auditing department and management’s responses.

(f)

Review with the Corporation’s General Counsel the Corporation’s legal compliance, including the Business Conduct Guidelines and legal, regulatory or compliance matters that may have a material impact on the financial statements.

(g)

Evaluate the adequacy of the Corporation’s Audit Committee Charter annually and recommend any changes to the Board of Directors for adoption.

(h)

Perform any other oversight functions as requested by the Board of Directors.

10.

Compensation and Organization Committee . A Compensation and Organization Committee consisting of at least three Directors, none of whom shall be employees of the Corporation or any of its subsidiaries, shall be appointed by the Board of Directors. The Committee shall review and approve major organization and compensation structure changes as recommended by Management. Although the Board, itself, will review the performance of the chief executive officer and fix his or her salary, the Committee shall approve the performance and determine the salaries of the other executive officers of the Corporation and of other senior executives whose base salary exceeds an amount fixed by the Board of Directors; shall determine the compensation of all executive officers and such senior executives under the Corporation’s senior executive compensation plans; shall administer all of the Corporation’s senior executive compensation plans; and shall assure that there is a succession plan in place.

11.

Corporate Governance Committee . A Corporate Governance Committee consisting of at least three directors, none of whom shall be employees of the Corporation or any of its subsidiaries, shall be appointed by the Board of Directors. The Committee shall consider and make recommendations to the Board of Directors as to Board of Director membership with respect to names generated by the Committee itself or submitted by shareholders. The Committee shall consider and make recommendations to the Board of Directors with respect to Board of Director committee membership and chair assignments. (These will normally be acted upon by the Board of Directors at its Annual Meeting held immediately after the Annual Meeting of shareholders.) The Committee shall consider and make recommendations to the Board of Directors with respect to the

- 8 -

number of members of the Board of Directors. (The Charter and Bylaws provide for not less than eight nor more than eighteen as may be determined by the Board). Annually, the Committee shall consider and recommend to the Board of Directors the persons whom the Committee proposes that the Board of Directors nominate for election as directors at the Annual Meeting of shareholders. The Committee shall consider and make recommendations to the Board of Directors with respect to remuneration of directors.

The Committee shall provide guidance to the Management on major issues in areas of corporate social responsibility, including environmental issues and public affairs. The Committee shall review and approve policy guidelines to be used by Management in making charitable contributions and shall annually review all charitable contributions made by the Corporation during the previous twelve months and recommend to the Board the level of contributions to be set for the ensuing year.

12.

In the absence of any one or more members from a meeting of any of the committees provided for in these Bylaws, the Chairman, the Chief Executive Officer or the Lead Independent Director, may in his or her discretion invite any member or members of the Board (otherwise qualified to serve) to attend such meeting. Temporary members thus appointed to attend for absentees shall act as regular members and shall have the right to vote.

13.	Powers of All Committees . The powers of all committees are at all times subject to the control of the Directors, and any member of any committee may be removed at any time at the pleasure of the Board.

ARTICLE IV

OFFICERS

Election of Officers . The Board of Directors shall have power to elect from its own members or otherwise a Chairman, a Lead Independent Director, a President, a Chief Executive Officer, one or more Vice Chairmen and Vice Presidents, a Controller, a Secretary, a Treasurer, one or more Assistant Treasurers and Assistant Secretaries, and such other officers, agents and employees as it may deem expedient, and to define the duties and authority of all officers, employees and agents and to delegate to them such lawful powers as may be deemed advisable.

The officers shall respectively perform all acts and duties required of such officers by law, by the Charter and Bylaws of this Corporation, or by the Board of Directors.

Chairman of the Board . If the Directors have elected a Chairman, the Chairman shall preside at all meetings of the Board, except that in the Chairman’s absence, the Chief Executive Officer (if he shall be a Director) shall preside. The Chairman shall have such additional duties as the Board of Directors or the Executive Committee may assign.

3.	Lead Independent Director . If the Directors have elected a Lead Independent Director, the Lead Independent Director shall preside at all meetings of the Board in the absence of

- 9 -

the Chairman and the Chief Executive Officer (if the Chief Executive Officer shall be a Director), including, if the Chairman shall be a non-management Director, all meetings held in executive session. In the absence of the Lead Independent Director, the other Directors present shall designate a person to preside. The Lead Independent Director shall have such additional duties as the Board of Directors or the Executive Committee may assign.

4.	President . The President shall be elected by the Directors and shall have such duties as the Board of Directors or the Executive Committee may assign.

Chief Executive Officer . One of the officers shall be appointed Chief Executive Officer of the Corporation by the Board of Directors. Subject to the Board of Directors and the Executive Committee, the Chief Executive Officer shall have general supervision and control of the policies, business and affairs of the Corporation.

6.	Vice Chairmen . Each Vice Chairman shall have such powers and perform such duties as may be conferred upon him or her or determined by the Chief Executive Officer.

7.	Vice Presidents . Each Vice President shall have such powers and perform such duties as may be conferred upon him or her or determined by the Chief Executive Officer.

Treasurer . The Treasurer shall have the oversight and control of the funds of the Corporation and shall have the power and authority to make and endorse notes, drafts and checks and other obligations necessary for the transaction of the business of the Corporation except as herein otherwise provided.

9.	Controller . The Controller shall have the oversight and control of the accounting records of the Corporation and shall prepare such accounting reports and recommendations as shall be appropriate for the operation of the Corporation.

10.	Secretary . It shall be the duty of the Secretary to make and keep records of the votes, doings and proceedings of all meetings of the shareholders and Board of Directors of the Corporation, and of its Committees, and to authenticate records of the Corporation.

11.	Assistant Treasurers . The Assistant Treasurers shall have such duties as the Treasurer shall determine.

12.	Assistant Secretaries . The Assistant Secretaries shall have such duties as the Secretary shall determine.

13.	Powers of All Officers . The powers of all officers are at all times subject to the control of the Directors, and any officer may be removed at any time at the pleasure of the Board.

- 10 -

ARTICLE V

INDEMNIFICATION

To the extent properly permitted by law the Board of Directors shall provide for the indemnification and reimbursement of, and advances of expenses to, any person made a party to any action, suit or proceeding by reason of the fact that he or she, or a person whose legal representative or successor he or she is,

(a)	is or was a Director, officer, employee or agent of the Corporation, or

(b)	served at the Corporation’s request as a director, officer, employee or agent of another corporation,

for expenses, including attorney’s fees, and such amount of any judgment, money decree, fine, penalty or settlement for which he or she may have become liable as the Board of Directors deems reasonable, actually incurred by him or her in connection with the defense or reasonable settlement of any such action, suit or proceeding or any appeal therein.

This provision of indemnification shall be in addition to any other right or remedy which such person may have. The Corporation shall have the right to intervene in and defend all such actions, suits or proceedings brought against any such person.

ARTICLE VI

CORPORATE SEAL

The corporate seal shall be in the custody of the Secretary and either the Secretary or any other officer shall have the power to affix the same for the Corporation.

ARTICLE VII

STOCK CERTIFICATES

Signatures . Certificates of stock shall be signed by the Chairman, the President or a Vice President and by the Secretary or the Treasurer (except that where any such certificate is signed by a transfer agent or transfer clerk and by the registrar, the signatures of any such Chairman, President, Vice President, Secretary or Treasurer may be facsimiles, engraved or printed) and shall be sealed with the seal of the corporation (or shall bear a facsimile of such seal).

Lost Certificates . No certificate for shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed except upon production of such evidence of such loss, theft or destruction as the Board of Directors in its discretion may require and upon delivery to the Corporation of a bond of indemnity in form and, unless such requirement is waived by Resolution of the Board, with one or more sureties, satisfactory to the Board in at least double the value of the stock represented by said Certificate.

- 11 -

ARTICLE VIII

FISCAL YEAR

The Corporation’s fiscal year shall close on the Saturday nearest December 31st of each year.

ARTICLE IX

INDEPENDENT AUDIT

The Board of Directors shall provide for a yearly independent audit, the form and scope of which shall be determined by the Board from time to time.

ARTICLE X

AMENDMENTS

The Board of Directors of the Corporation may adopt, amend or repeal the Bylaws of the Corporation, subject, however, to the power of the shareholders to adopt, amend or repeal the same, provided that any notice of a meeting of shareholders or of the Board of Directors at which Bylaws are to be adopted, amended or repealed, shall include notice of such proposed action.

ARTICLE XI

ACQUISITIONS OF STOCK

(a)

Except as set forth in subsection (b) hereof, the Corporation shall not acquire any of its voting equity securities (as defined below) at a price per share above the market price per share (as defined below) of such securities on the date of such acquisition from any person actually known by the Corporation to be the beneficial owner (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation) of more than three percent of the Corporation’s voting equity securities who has been the beneficial owner of the Corporation’s voting equity securities for less than two years prior to the date of the Corporation’s acquisition thereof, unless such acquisition (i) has been approved by a vote of a majority of the shares entitled to vote, excluding shares owned by any beneficial owner any of whose shares are proposed to be acquired pursuant to the proposed acquisition that is the subject of such vote or (ii) is pursuant to an offer made on the same terms to all holders of securities of such class. The determination of the Board of Directors shall be conclusive in determining the price paid per share for acquired voting equity securities if the Corporation acquires such securities for consideration other than cash.

(b)

This provision shall not restrict the Corporation from: (i) acquiring shares in the open market in transactions in which there has been no prior arrangement with, or solicitation of (other than a solicitation publicly made to all holders), any selling holder of voting equity securities or in which all shareholders desiring to sell their shares have an equal chance to sell their shares; (ii) offering to acquire shares of shareholders owning less than 100 shares of any class of voting equity securities; (iii) acquiring shares pursuant to the terms of a stock option or similar plan that has been approved by a vote of a majority of the Corporation’s common shares represented at a meeting of shareholders and entitled to vote thereon; (iv) acquiring shares from, or on behalf of, any employee benefit plan maintained by the Corporation or any subsidiary or any trustee of, or fiduciary with respect to, any such plan when acting in such capacity; or (v) acquiring shares pursuant to a statutory appraisal right or otherwise as required by law.

- 12 -

(c)

Market price per share on a particular day means the highest sale price on that day or during the period of five trading days immediately preceding that day of a share of such voting equity security on the Composite Tape for New York Stock Exchange-Listed Stocks, or if such voting equity security is not quoted on the Composite Tape on the New York Stock Exchange or listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such voting equity security is listed, or, if such voting equity security is not listed on any such exchange, the highest sales price or, if sales price is not reported, the highest closing bid quotation with respect to a share of such voting equity security on that day or during the period of five trading days immediately preceding that day on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such voting equity security as determined by a majority of the Board of Directors.

(d)	Voting equity securities of the Corporation means equity securities issued from time to time by the Corporation which by their terms are entitled to be voted generally in the election of the directors of the Corporation.

(e)	The Board of Directors shall have the power to interpret the terms and provisions of, and make any determinations with respect to, this Article XI, which interpretations and determinations shall be conclusive.

* * *

- 13 -

EXHIBIT 31(i)(a)

CERTIFICATIONS

I, John F. Lundgren, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Stanley Black & Decker, Inc. and subsidiaries;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EXHIBIT 31(i)(b)

CERTIFICATIONS

I, Donald Allan Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Stanley Black & Decker, Inc. and subsidiaries;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EXHIBIT 32 (i)

STANLEY BLACK & DECKER, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Stanley Black & Decker, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John F. Lundgren, President and Chief Executive Officer, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John F. Lundgren

John F. Lundgren

President and Chief Executive Officer

Date: May 2, 2012

EXHIBIT 32 (ii)

STANLEY BLACK & DECKER, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Stanley Black & Decker, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald Allan Jr., Senior Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Donald Allan, Jr.

Donald Allan, Jr.

Senior Vice President and Chief Financial Officer

Date: May 2, 2012

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company